SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
S Rule 13d-1(c)
o 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).
| | | | | | | |
| 1 | | NAMES OF REPORTING PERSONS Global Undervalued Securities Master Fund, L.P. |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER -0- |
| | 6 | | SHARED VOTING POWER 1,351,159 |
| | 7 | | SOLE DISPOSITIVE POWER -0- |
| | 8 | | SHARED DISPOSITIVE POWER 1,351,159 |
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,351,159 |
| 10 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% |
| 12 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
| | | | | | | |
| 1 | | NAMES OF REPORTING PERSONS Kleinheinz Capital Partners, Inc. |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER -0- |
| | 6 | | SHARED VOTING POWER 1,351,159 |
| | 7 | | SOLE DISPOSITIVE POWER -0- |
| | 8 | | SHARED DISPOSITIVE POWER 1,351,159 |
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,351,159 |
| 10 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% |
| 12 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA |
| | | | | | | |
| 1 | | NAMES OF REPORTING PERSONS MJBW Investments, LP |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER -0- |
| | 6 | | SHARED VOTING POWER 192,708 |
| | 7 | | SOLE DISPOSITIVE POWER -0- |
| | 8 | | SHARED DISPOSITIVE POWER 192,708 |
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 192,708 |
| 10 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% |
| 12 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
| | | | | | | |
| 1 | | NAMES OF REPORTING PERSONS MJBW Genpar, LLC |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER -0- |
| | 6 | | SHARED VOTING POWER 192,708 |
| | 7 | | SOLE DISPOSITIVE POWER -0- |
| | 8 | | SHARED DISPOSITIVE POWER 192,708 |
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 192,708 |
| 10 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% |
| 12 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| | | | | | | |
| 1 | | NAMES OF REPORTING PERSONS John Kleinheinz |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER -0- |
| | 6 | | SHARED VOTING POWER 1,543,867 |
| | 7 | | SOLE DISPOSITIVE POWER -0- |
| | 8 | | SHARED DISPOSITIVE POWER 1,543,867 |
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,543,867 |
| 10 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% |
| 12 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
SCHEDULE 13G
This Amendment No. 2 to Schedule 13G ("Amendment") is an amendment to Amendment No. 1 filed on February 12, 2015, as an amendment to the initial statement on Schedule 13G relating to shares of Common Stock, par value $0.0001 per share (the "Common Stock") of Upland Software, Inc., a Delaware corporation (the "Issuer"), filed on December 12, 2014. This Amendment is being filed on behalf of Global Undervalued Securities Master Fund, L.P., a Delaware limited partnership (the "Master Fund"), Kleinheinz Capital Partners, Inc., a Texas corporation ("KCP"), MJBW Investments, LP, a Texas limited partnership ("MJBW"), MJBW Genpar, LLC, a Texas limited liability company ("Genpar") and John Kleinheinz (collectively, the "Reporting Persons").
This Amendment relates to shares of Common Stock of the Issuer purchased by KCP for the account of the Master Fund and MJBW. KCP acts as investment adviser to the Master Fund. Mr. Kleinheinz is the principal of KCP.
Item 1(a) Name of Issuer.
Upland Software, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices.
401 Congress Ave., Suite 1850
Austin, Texas 78701
Item 2(a) Name of Person Filing.
| | (1) | Global Undervalued Securities Master Fund, L.P. |
| | (2) | Kleinheinz Capital Partners, Inc. |
Item 2(b) Address of Principal Business Office, or, if none, Residence.
| | (1) | Global Undervalued Securities Master Fund, L.P. |
301 Commerce Street, Suite 1900
Fort Worth, Texas 76102
| | (2) | Kleinheinz Capital Partners, Inc. |
301 Commerce Street, Suite 1900
Fort Worth, Texas 76102
301 Commerce Street, Suite 1900
Fort Worth, Texas 76102
301 Commerce Street, Suite 1900
Fort Worth, Texas 76102
301 Commerce Street, Suite 1900
Fort Worth, Texas 76102
Item 2(c) Citizenship or Place of Organization.
(1) Global Undervalued Securities Master Fund, L.P. is a Delaware limited partnership.
(2) Kleinheinz Capital Partners, Inc. is a corporation organized under the laws of the State of Texas.
(3) MJBW Investments, LP is a Texas limited partnership.
(4) MJBW Genpar, LLC is a limited liability company organized under the laws of the State of Texas.
(5) John Kleinheinz is a U.S. citizen.
Item 2(d) Title of Class of Securities.
Common Stock, par value $0.0001 per share
Item 2(e) CUSIP Number.
91544A109
Item 3 If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Item 4 Ownership.
I. Global Undervalued Securities Master Fund, L.P. and Kleinheinz Capital Partners, Inc.
(a) Amount Beneficially Owned:
1,351,159 shares
(b) Percent of Class:
8.9%
(c) Number of Shares as to Which Such Person Has:
(i) Sole Power to Vote or to Direct the Vote: 0 Shares
(ii) Shared Power to Vote or to Direct the Vote: 1,351,159 Shares
(iii) Sole Power to Dispose or to Direct the Disposition: 0 Shares
(iv) Shared Power to Dispose or to Direct the Disposition: 1,351,159 Shares
II. MJBW Investments, LP and MJBW Genpar, LLC
(a) Amount Beneficially Owned:
192,708 shares
(b) Percent of Class:
1.3%
(c) Number of Shares as to Which Such Person Has:
(i) Sole Power to Vote or to Direct the Vote: 0 Shares
(ii) Shared Power to Vote or to Direct the Vote: 192,708 Shares
(iii) Sole Power to Dispose or to Direct the Disposition: 0 Shares
(iv) Shared Power to Dispose or to Direct the Disposition: 192,708 Shares
III. John Kleinheinz
(a) Amount Beneficially Owned:
1,543,867 shares
(b) Percent of Class:
10.1%
(c) Number of Shares as to Which Such Person Has:
(i) Sole Power to Vote or to Direct the Vote: 0 Shares
(ii) Shared Power to Vote or to Direct the Vote: 1,543,867 Shares
(iii) Sole Power to Dispose or to Direct the Disposition: 0 Shares
(iv) Shared Power to Dispose or to Direct the Disposition: 1,543,867 Shares
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following o .
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Not Applicable.
Item 8 Identification and Classification of Members of the Group.
Not Applicable.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
Exhibits
| | Exhibit A Joint Filing Agreement, dated November 25, 2015. |
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.
Date: November 25, 2015
GLOBAL UNDERVALUED SECURITIES MASTER FUND, L.P.
By: Kleinheinz Capital Partners, Inc., its general partner
| | By: | /s/ John B. Kleinheinz | |
KLEINHEINZ CAPITAL PARTNERS, INC.
By: /s/ John B. Kleinheinz
Name: John B. Kleinheinz
Title: President
MJBW INVESTMENTS, LP
By: MJBW Genpar, LLC, its general partner
| | By: | /s/ John B. Kleinheinz | |
MJBW GENPAR, LLC
| | By: | /s/ John B. Kleinheinz | |
JOHN B. KLEINHEINZ, INDIVIDUALLY
/s/ John B. Kleinheinz
John B. Kleinheinz
