13G Filing: Park West Asset Management and Upland Software Inc. (UPLD)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

Check the appropriate box to designate the
rule pursuant to which this Schedule 13G is filed:

[   ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[   ] Rule 13d-1(d)

* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

 *
Beneficial ownership percentage is based upon 20,775,731 shares of common
stock, $0.0001 par value per share (the “Common Stock”) of Upland Software, Inc., a Delaware corporation (the “Company”),
issued and outstanding as of November 3, 2017, as reported by the Company in its Quarterly Report on Form 10-Q (File No.
001-36720), filed with the Securities and Exchange Commission on November 14, 2017. Park West Asset Management LLC (“PWAM”)
is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”),
and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, collectively
with PWIMF, the “PW Funds”), and Peter S. Park (“Mr. Park” and, collectively with PWAM and PWIMF, the
“Reporting Persons”) is the sole member and manager of PWAM.   As of December 14, 2017, PWIMF held
1,819,162 shares of Common Stock and PWPI held 221,358 shares of Common Stock. As a result
of the foregoing, for purposes of Reg. Section 240.13d-3, PWAM and Mr. Park may be deemed to beneficially own 2,040,520 shares
of Common Stock, or approximately 9.8% of the shares of Common Stock deemed to be issued and outstanding as of December 14, 2017,
and PWIMF is deemed to beneficially own 1,819,162 shares of Common Stock, or approximately 8.8% of the shares of Common Stock
deemed to be issued and outstanding as of December 14, 2017.

 * Beneficial
ownership percentage is based upon 20,775,731 shares of Common
Stock of the Company, issued and outstanding as of November 3, 2017, as reported by the Company in its Quarterly Report on
Form 10-Q (File No. 001-36720), filed with the Securities and Exchange Commission on November 14, 2017. As of December 14, 2017,
PWIMF beneficially owned 1,819,162 shares of Common Stock, or approximately 8.8% of the shares of Common Stock deemed issued and
outstanding as of December 14, 2017.

* Beneficial
ownership percentage is based upon 20,775,731 shares of Common Stock
of the Company, issued and outstanding as of November 3, 2017, as reported by the Company in its Quarterly Report on Form
10-Q (File No. 001-36720), filed with the Securities and Exchange Commission on November 14, 2017. PWAM is the investment manager
to  the PW Funds, and Mr. Park is the sole member and manager of PWAM.  As of December 14, 2017, PWIMF held 1,819,162
shares of Common Stock and PWPI held 221,358 shares of Common Stock. As a result of the foregoing, for purposes of Reg. Section
240.13d-3, Mr. Park may be deemed to beneficially own the 2,040,520 shares of Common Stock held in the aggregate by the PW Funds
for an aggregate beneficial ownership percentage of approximately 9.8% of the shares of Common Stock deemed issued and outstanding
as of December 14, 2017. 

SIGNATURE

          After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Attention: Intentional misstatements or omissions
of fact constitute

Federal criminal violations (See 18 U.S.C.
1001)

Exhibit Index

Exhibit A

JOINT FILING AGREEMENT

In accordance with
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common
Stock, $0.0001 par value per share, of Upland Software, Inc., a Delaware corporation, and further agree that this
Joint Filing Agreement be included as Exhibit A to such Schedule 13G.  In evidence thereof, the undersigned hereby
execute this agreement this 26th day of December, 2017.