Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Hill Michael Douglass
 2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2014		 3. Issuer Name and Ticker or Trading Symbol
Upland Software, Inc. [UPLD]
(Last)
(First)
(Middle)
401 CONGRESS AVE., SUITE 1850		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO,Treasurer & Asst Secretary
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

AUSTIN, TX 78701		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 167,397 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option   (2) 03/16/2021 Common Stock 37,383 $ 0.31 D  
Incentive Stock Option   (3) 03/31/2024 Common Stock 12,297 $ 6.23 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hill Michael Douglass
401 CONGRESS AVE., SUITE 1850
AUSTIN, TX 78701		       CFO,Treasurer & Asst Secretary  

Signatures

/s/ Robert Housley, Attorney-in-Fact 11/05/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 40,051 shares subject to repurchase by the Company lapsing in equal monthly installments on the first day of each month until 4/1/16, subject to the reporting person's continued employment through such date.
(2) 25% of the shares subject to the Option vested on 3/16/2012, and the remaining shares subject to the Option vest in equal 36 installments on the 16th day of each month, in each case subject to the reporting person's continued employment through such vesting dates.
(3) 10% of the shares subject to the option vest on 1/1/15, 20% of the shares subject to the option vest in 12 equal monthly installments beginning on 2/1/15, 30% of the shares subject to the option vest in 12 equal monthly installments beginning on 2/1/16, and 40% of the shares subject to the option vest in 12 equal monthly installments beginning on 2/1/17, in each case subject to the reporting person's continued employment through such vesting dates.

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