SecProbe.io

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 August 14, 2025

Michael D. Hill
Chief Financial Officer and Treasurer
Upland Software, Inc.
401 Congress Ave. , Suite 1850
Austin, Texas 78701

 Re: Upland Software, Inc.
 Form 10-K filed on March 12, 2025
 File No. 001-36720
Dear Michael D. Hill:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

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 Document July 31, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3720 Attention:    Becky Chow Stephen Krikorian Re: Upland Software, Inc. Form 10-K for the Year Ended December 31, 2024 Filed on March 12, 2025 File No. 0001794546 Ladies and Gentlemen, On behalf of our client, Upland Software, Inc. (the “ Company ”), we submit this letter in response to the comments received from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) by letter dated July 28, 2025 (the “ Comment Letter ”) with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed on March 12, 2025 (the “ Form 10-K ”). Concurrently with the submission of this response letter, the Company is filing an amendment to the Form 10-K (the “ Form 10-K/A ”), as discussed herein. Set forth below are the Company’s responses to the Staff’s comments. We have reproduced below in bold the Staff’s comments and have provided the Company’s responses immediately following each comment. The numbering of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, which for your convenience we have incorporated into this response letter. Page references in the text of this response letter correspond to the page numbers of the Form 10-K/A. Form 10-K filed on March 12, 2025 Item 9A. Controls and Procedures, page 86 1. It does not appear that management has provided its conclusions regarding the effectiveness of your disclosure controls and procedures. Please revise to provide the disclosure required by Item 307 of Regulation S-K. In preparing your disclosure, please note that (i) management’s conclusion should be as of the end of the period covered by your report and (ii) if your disclosure controls and procedures are   July 31, 2025 Page 2 designed to provide reasonable assurance of achieving their objectives, your conclusion must specifically state their effectiveness at that same reasonable assurance level. Response : The Company acknowledges the Staff’s comment and has revised the disclosure on page 2 of the Form 10-K/A consistent with the requirements of Item 307 of Regulation S-K to provide the conclusions of the Company’s management regarding the effectiveness of its disclosure controls and procedures as of the end of the period covered by the Form 10-K. Please do not hesitate to contact me by telephone at (512) 617-0661 with any questions or comments regarding this correspondence. Sincerely, /s/ John Hensley             John Hensley of MORRISON & FOERSTER LLP c.c.:     (via email)     Michael D. Hill, Chief Financial Officer, Upland Software, Inc.     Ryan Adams,    Morrison & Foerster LLP

<DOCUMENT>
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<TEXT>
 July 28, 2025

Michael D. Hill
Chief Financial Officer and Treasurer
Upland Software, Inc.
401 Congress Ave. , Suite 1850
Austin, Texas 78701

 Re: Upland Software, Inc.
 Form 10-K filed on March 12, 2025
 File No. 001-36720
Dear Michael D. Hill:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K filed on March 12, 2025
Item 9A. Controls and Procedures , page 86

1. It does not appear that management has provided its conclusions
regarding the
 effectiveness of your disclosure controls and procedures. Please revise
to provide the
 disclosure required by Item 307 of Regulation S-K. In preparing your
disclosure,
 please note that (i) management s conclusion should be as of the end
of the period
 covered by your report and (ii) if your disclosure controls and
procedures are designed
 to provide reasonable assurance of achieving their objectives, your
conclusion must
 specifically state their effectiveness at that same reasonable assurance
level.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
 July 28, 2025
Page 2

 Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at
202-551-3488
with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
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Document

Upland Software, Inc.

401 Congress Ave, Suite 1850

Austin, Texas 78701

October 28, 2022

VIA EDGAR

Kyle Wiley

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:        Upland Software, Inc.

 Registration Statement on Form S-3 (File No. 333-267973)

Dear Mr. Wiley,

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Upland Software, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of its registration statement on Form S-3 (File No. 333-267973), to 4:00 p.m., Eastern Time, on November 1, 2022, or as soon as practicable thereafter.

The Registrant requests that it be notified of such effectiveness by a telephone call to R. John Hensley of Morrison & Foerster LLP at (737) 309-0661.

   Very truly yours,

   Upland Software, Inc.

   By:  /s/ Kin Gill

   Name: Kin Gill

   Title: Chief Legal Officer and Secretary

United States securities and exchange commission logo
October 28, 2022
John McDonald
Chief Executive Officer
Upland Software, Inc.
401 Congress Avenue, Suite 1850
Austin, TX 78701
Re:Upland Software, Inc.
Registration Statement on Form S-3
Filed October 21, 2022
File No. 333-267973
Dear John McDonald:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Joshua Shainess, Legal
Branch Chief, at 202-551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       John Hensley

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		Document

Upland Software, Inc.
401 Congress Avenue, Suite 1850
Austin, Texas  78701

January 28, 2019

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0409

Attention:     Edwin Kim, Attorney-Advisor

Jan Woo, Legal Branch Chief

RE: Upland Software, Inc.

Registration Statement on Form S-3

File No. 333-228767

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Upland Software, Inc. (the “Company”) hereby requests that the effective date of the above-captioned registration statement on Form S-3 (the “Registration Statement”), be accelerated to 4:00 p.m., Eastern Time, on January 31, 2019, or as soon thereafter as may be practicable.

Thank you for your assistance in this matter. Should you have any questions, please call Steven Tyndall of Pillsbury Winthrop Shaw Pittman LLP at 512-580-9612.

Very truly yours,

Upland Software, Inc.

By:

 /s/ Kin Gill

 Kin Gill

 SVP, General Counsel

cc:     John T. McDonald

Michael D. Hill

Steven M. Tyndall

December 18, 2018
John T. McDonald
Chief Executive Officer
Upland Software, Inc.
401 Congress Avenue, Suite 1850
Austin, TX 78701
Re:Upland Software, Inc.
Registration Statement on Form S-3
Filed December 12, 2018
File No. 333-228767
Dear Mr. McDonald :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim, Attorney-Advisor, at (202) 551-3297 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Steve Tyndall, Esq.

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Upland Software, Inc.

401 Congress Avenue, Suite 1850

Austin, Texas  78701

August 31, 2017

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0409

Attention: Ji Shin

RE:

Upland   Software, Inc.

Registration Statement   on Form S-3

File   No. 333-220190

Request for   Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Upland Software, Inc. (the “Company”) hereby requests that the effective date of the above-captioned registration statement on Form S-3 (the “Registration Statement”), be accelerated to 4:00 p.m., Eastern Time, on August 31, 2017, or as soon thereafter as may be practicable.

Thank you for your assistance in this matter. Should you have any questions, please call Steven Tyndall of Pillsbury Winthrop Shaw Pittman LLP at 512-580-9612.

Very truly yours,

Upland   Software, Inc.

By:

/s/ Michael D. Hill

Michael D. Hill

Chief Financial Officer

cc:

John T. McDonald

Steven M. Tyndall

Mail Stop 4561
August 28, 2017

John T. McDonald
Chief Executive Officer
Upland Software, Inc.
401 Congress Avenue, Suite 1850
Austin, Texas  78701

Re: Upland Software, Inc.
  Registration Statement on Form S-3
Filed  August 28, 2017
  File No.  333-220190

Dear Mr. McDonald :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule  461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

Please contac t Ji Shin, Attorney -Advisor, at (202) 551 -3579 or me at (202) 551 -3453
with other questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc: Steven M. Tyndall
Pillsbury Winthrop Shaw Pittman LLP

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		Document

Upland Software, Inc.
401 Congress Avenue, Suite 1850
Austin, Texas  78701

May 24, 2017

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0409

Attention: Ivan Griswold

RE: Upland Software, Inc.

Registration Statement on Form S-3

File No. 333-217977

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Upland Software, Inc. (the “Company”) hereby requests that the effective date of the above-captioned registration statement on Form S-3 (the “Registration Statement”), be accelerated to 4:30 p.m., Eastern Time, on May 26, 2017, or as soon thereafter as may be practicable.

Thank you for your assistance in this matter. Should you have any questions, please call Steven Tyndall of Pillsbury Winthrop Shaw Pittman LLP at 541-580-9612.

 Very truly yours,

 Upland Software, Inc.

 By:

 /s/ Michael D. Hill

 Michael D. Hill

 Chief Financial Officer

cc:

 John T. McDonald

 Steven M. Tyndall

Mail Stop 4561
May 18, 2017

John T. McDonald
Chief Executive Officer
Upland Software, Inc.
401 Congress Avenue, Suite 1850
Austin, Texas 78701

Re: Upland Software, Inc.
  Registration Statement on Form S-3
Filed  May 12, 2017
  File No.  333-217977

Dear Mr. McDonald :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

Please  contac t Ivan Griswold, Staff Attorney,  at (202) 551 -3853 with any questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc:   Steven M. Tyndall
Pillsbury Winthrop Shaw Pittman LLP

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CORRESP

 November 3, 2014

VIA EDGAR AND FACSIMILE

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:
Barbara C. Jacobs

Matthew Crispino

Maryse Mills-Apenteng

Stephen Krikorian

Juan Migone

Re:
Upland Software, Inc.

Registration Statement on Form S-1 (File No. 333-198574)

Form 8-A (File No. 001-36720)

Acceleration Request

Requested Date: November 5, 2014

Requested Time: 4:00 P.M. Eastern Standard Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, and Rule 12d1-2 of the Securities Exchange Act of 1934, as amended, Upland
Software, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-198574) (the “Registration Statement”) be declared effective at the “Requested
Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Commission”) (the “Registration Statement Acceleration Request”). In connection with the Registration Statement Acceleration Request, the Company hereby requests that the above
referenced Form 8-A (File No. 001-36720) also be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the
staff. The Company hereby authorizes Joseph M. Alcorta of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

In connection with the acceleration request, the Company hereby acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We request that we be notified of the effectiveness of the Registration Statement by telephone to Joseph M. Alcorta, of
Wilson Sonsini Goodrich & Rosati, Professional Corporation, at (512) 338-5471. Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Joseph M. Alcorta via facsimile at
(512) 338-5499 and via mail to Wilson Sonsini Goodrich & Rosati, Professional Corporation, 900 S. Capital of Texas Highway, Las Cimas IV, 5th Floor, Austin, TX 78746-5546.

Sincerely,

UPLAND SOFTWARE, INC.

By:

/s/ John T. McDonald

John T. McDonald

Chief Executive Officer

cc:
Michael D. Hill, Upland Software, Inc.

 Robert V. Housley, Upland Software, Inc.

Brian K. Beard, Wilson Sonsini Goodrich & Rosati, P.C.

Joseph M. Alcorta, Wilson Sonsini Goodrich & Rosati, P.C.

Brian Schafer, Winston & Strawn LLP

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CORRESP

 November 3, 2014

VIA EDGAR

 United States Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Barbara C. Jacobs

 Matthew Crispino

Maryse Mills-Apenteng

 Stephen
Krikorian

 Juan Migone

Re:
Upland Software, Inc.

 Registration Statement on Form S-1

File No. 333-198574

 Ladies and
Gentlemen:

 Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the
“Act”), we, as representatives of the several underwriters, wish to advise you that we have distributed approximately 1,125 copies of the Preliminary Prospectus, dated October 27, 2014, included in the above-referenced
Registration Statement through the date hereof to underwriters, dealers, institutions and others.

 In accordance with Rule 461 of the
General Rules and Regulations under the Act, we hereby join in the request of Upland Software, Inc. for acceleration of the effective date of the above-referenced Registration Statement so that it becomes effective at 4:00 p.m. Eastern Time on
November 5, 2014, or as soon thereafter as practicable.

 The undersigned, as representatives of the several underwriters, have and
will, and each underwriter and dealer has advised the undersigned that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

WILLIAM BLAIR & COMPANY, L.L.C.

 /s/ Brett Paschke

Name: Brett Paschke

Title: Head of Equity Capital Markets

RAYMOND JAMES & ASSOCIATES, INC.

 /s/ Ryan D. Lund

Name: Ryan D. Lund

Title: Managing Director

As representatives of the several underwriters

 [Signature Page to Underwriters’ Acceleration Request]

CORRESP
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CORRESP

 CONFIDENTIAL TREATMENT REQUESTED

BY UPLAND SOFTWARE, INC.

UPLD-002

 CERTAIN PORTIONS OF THIS
LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED
BY THE MARK “[CONFIDENTIAL ***].”

 October 8, 2014

VIA EDGAR AND COURIER

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:

 Barbara C. Jacobs

 Matthew Crispino

Maryse Mills-Apenteng

 Stephen Krikorian

Juan Migone

Re:

 Upland Software, Inc.

 Registration
Statement on Form S-1

 File No. 333-198574

 Ladies and Gentlemen:

On behalf of Upland Software, Inc. (“Upland” or the “Company”), we submit this supplemental letter in further
response to Comment No. 3 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated September 23, 2014 (the “Comment Letter”) relating
to the Confidential Draft Registration Statement on Form S-1 originally submitted by the Company to the Commission on May 13, 2014 and as revised and publicly filed on September 4, 2014 (as revised, the “Registration
Statement”).

 In response to the comments set forth in the Comment Letter, the Company is submitting this letter on EDGAR and
will revise the Registration Statement on EDGAR in an Amendment No. 1 to the Registration Statement (“Amendment No. 1”) to be filed separately.

 Securities and Exchange Commission

 October 8,
2014

  Page
 2

 CONFIDENTIAL TREATMENT REQUESTED

BY UPLAND SOFTWARE, INC.

UPLD-002

 For the Staff’s reference, we are providing to the Staff by courier copies of this
letter.

 In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the
Company’s supplemental response. Except as otherwise specifically indicated, page references herein correspond to the relevant page of the Registration Statement.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for
confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act.

Certain Relationships and Related Party Transactions

Technology Services Agreement, page 112

 3.
You disclose that you “issued 11,000,000 shares of common stock to DevFactory at a purchase price of $0.0001 per share for an aggregate purchase price of $1,100.” Further, you state in your response that the company “issued
11,000,000 shares of the Company’s common stock as consideration for the requested amendments.” Please explain how you determined the amount of consideration exchanged to obtain the amendments. Indicate whether the value of consideration
equates to the reduction in minimum fees. Provide the minimum fees both before and after the amendment.

 In response to the
Staff’s comments, we respectfully advise the Staff that the agreement to issue 11,000,000 shares of common stock to DevFactory FZ-LLC (“DevFactory”) was as a result of extensive negotiation between the Company and DevFactory.
As mentioned in our prior response letters dated September 4, 2014 and October 1, 2014 (the “Prior Response Letters”), as a result of changes in the Company’s business model and the Company’s decision to conduct
more product development internally, the Company began negotiations with DevFactory in 2013 in order to align the terms of the agreement with its revised business model. Under the original technology services agreement (the “Original
Agreement”), the Company was required to make set minimum annual purchase commitments regardless of the actual use of services. As an inducement to lower such minimum annual purchase commitment amounts, the Company agreed to issue
11,000,000 shares of its common stock to DevFactory. The minimum fees for 2014 under the Original Agreement would have been $3,295,440 and pursuant to the amended and restated technology services agreement (the “Amended Agreement”),
the minimum fees for 2014 are $2,131,750.

 In addition, we have included in Exhibit A estimates of the minimum fees that would have
resulted in years 2014 through 2018 under the Original Agreement as well as the Amended Agreement.

 Securities and Exchange Commission

 October 8,
2014

  Page
 3

 CONFIDENTIAL TREATMENT REQUESTED

BY UPLAND SOFTWARE, INC.

UPLD-002

 As noted in Exhibit A, based on the Company’s assumptions regarding its revenue growth
over the term of the Original Agreement, the Company anticipated eventual cost savings in the aggregate over the term of the Amended Agreement as a result of the amendments to the Original Agreement. However, in addition to eventual cost savings and
other benefits of the proposed amendments, the Amended Agreement also achieved an agreement better suited to the Company’s revised business model pursuant to which it would do more product development internally. In addition, in determining the
amount of consideration to be paid for such amendments, the Company considered its then current cash position and the benefits of being able to provide such consideration in shares of its common stock rather than providing any cash payment at the
time of the amendments thereby preserving its then current cash position. Furthermore, the Company considered the impact to its stockholders as a result of the issuance of shares of its common stock as consideration for the proposed amendments and
the Company determined that it would be preferable to effect such issuance prior to becoming a public company.

 In response to the
Staff’s comments, the Company undertakes to revise its disclosure on pages 71, 112 and footnote 7 on page F-26 to further describe how minimum annual purchase commitment adjusts from year to year under the Amended Agreement in Amendment
No. 1.

 In addition, we respectfully advise the Staff that the Company evaluated whether its agreement with DevFactory should be
accounted for as a derivative. The Company concluded that such agreement is not a derivative due to the scope exception provided by ASC 815-10-15-59 which states that contracts that are not traded on an exchange and are based upon specified volumes
of sales or service revenues of one of the parties to the contract are not subject to the requirements of this subtopic.

 Further, we
respectfully advise the Staff the Company evaluated whether there was any impact resulting from the use of estimates in accounting for the services procured and amounts paid in connection with the Amended Agreement. The Company concluded that since
the minimum annual purchase commitment for 2014 is fixed under the Amended Agreement at $2,131,750 and is adjusted in each subsequent year based on the same percentage increase (or decrease) in the Company’s total revenues for the previous
year, that such minimum annual purchase commitment in subsequent years will be known and fixed, such that no estimates are required in order to account for the Amended Agreement.

In response to the Staff’s comments, the Company undertakes to revise its disclosure on pages 53, 59, 67, 71, footnote 7 on page F-26 and
footnote 18 on page F-40 to further describe how the Company accounted for the Amended Agreement at the time of the amendment as well as for the services procured under the Amended Agreement over the term of the Amended Agreement.

* * * *

 Securities and Exchange Commission

 October 8,
2014

  Page
 4

 CONFIDENTIAL TREATMENT REQUESTED

BY UPLAND SOFTWARE, INC.

UPLD-002

 Please direct any questions or comments regarding the contents of this letter to me at (512) 338-5471 or
jalcorta@wsgr.com and Brian Beard at (512) 338-5422 or bbeard@wsgr.com. Thank you for your assistance.

 Sincerely,

 WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Joseph M. Alcorta

Joseph M. Alcorta

 Enclosures

cc:
John T. McDonald, Upland Software, Inc.

 Michael D. Hill, Upland Software, Inc.

Robert V. Housley, Upland Software, Inc.

Brian K. Beard, Wilson Sonsini Goodrich & Rosati, P.C.

Brian Schafer, Winston & Strawn LLP

 EXHIBIT A

[CONFIDENTIAL *** CONFIDENTIAL]

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Response Letter

 900 South Capital of Texas Highway

Las Cimas IV, Fifth Floor

 Austin, TX
78746-5546

 PHONE 512.338.5400

 FAX
512.338.5499

 www.wsgr.com

 October 1, 2014

Via EDGAR and Overnight Delivery

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549

Attention:
Barbara C. Jacobs

Matthew Crispino

Maryse Mills-Apenteng

Stephen Krikorian

Juan Migone

Re:
Upland Software, Inc.

Registration Statement on Form S-1

Filed September 4, 2014

File No. 333-198574

 Ladies and Gentlemen:

On behalf of our client, Upland Software, Inc. (“Upland” or the “Company”), we submit this letter in response
to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated September 23, 2014 (the “Comment Letter”), relating to the
above referenced Registration Statement on Form S-1 filed September 4, 2014 (the “Registration Statement”).

 In
response to the comments set forth in the Comment Letter, the Company is submitting this letter on EDGAR and will revise the Registration Statement on EDGAR in an Amendment No. 1 to the Registration Statement (“Amendment
No. 1”) to be filed separately.

 For the Staff’s reference, we are providing to the Staff by overnight delivery copies
of this letter.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with
the Company’s response. Except as otherwise specifically indicated, page references herein correspond to the relevant page of the Registration Statement.

 Securities and Exchange Commission

October 1, 2014

  Page
 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Comparison of Six Months Ended June 30, 2013 and 2014

Research and Development, page 58

1.
We note your response to prior comment 5 and have the following comment. While you indicate that the amendment reduced the amount of minimum fees to be paid in the future periods, please clarify whether the level
of future services to be provided was also reduced. Tell us whether the amendment also reduced the service fee to be charged for future services. In this regard, tell us why you believe the payment should be expensed while the agreement remains in
effect. Describe how future service level or payments are determined and explain why the amount of software development services will fluctuate proportionately to your revenue. Indicate the percentage or value used to determine the amount of
software development services to be provided. In addition, consider disclosing the significant terms of this agreement within your commitment footnote 7 on page F-26.

In response to the Staff’s comments, the Company respectfully submits that the amended and restated technology services agreement (the
“Amended Agreement”), did not reduce the level of future services to be provided by DevFactory FZ-LLC (“DevFactory”). Neither the original technology services agreement (the “Original
Agreement”) nor the Amended Agreement prescribed a minimum actual level of services to be provided by DevFactory; rather, each of the Original Agreement and the Amended Agreement included only a minimum purchase commitment. The actual level
of services to be provided by DevFactory to the Company under the Amended Agreement will continue to be established by the Company’s request for services based on the Company’s business needs from time to time. As such, the actual
level of services could increase or decrease over time.

 The Company further respectfully submits to the Staff that the Amended Agreement
did not reduce the service fee pricing provisions contained in the Original Agreement or reduce the service fee pricing for future services below fair market value. The only pricing provision contained in the Original Agreement was a “most
favored nations” pricing term pursuant to which the Company would receive pricing no less favorable than that provided by DevFactory to similarly situated customers. That most favored nation pricing provision remains in the Amended Agreement.
The Company does not believe that the pricing provisions contained in the Amended Agreement represent below fair market value pricing for future services to be provided thereunder.

The Original Agreement did not provide itemized pricing for individual services because it was entered into before Upland commenced material
business operations and had clarity regarding the specific level of services needed, or the cost of providing such services, in order to arrive at a negotiated itemized price level. Based on our operating experience since the Original Agreement was
executed, we provided in the Amended Agreement an itemized pricing schedule.

 The Amended Agreement with DevFactory is viewed as
a “take-or-pay contract” as defined in ASC 440-10-20 as such agreement requires the Company to make specified minimum payments even if it does not take delivery of the contracted services. Since the Amended Agreement still requires
payments for future services that the Company believes are not discounted below fair market value, the Company believes the fair value of the common stock consideration provided to DevFactory to amend the

 Securities and Exchange Commission

October 1, 2014

  Page
 3

agreement does not represent an asset and should be expensed immediately. Such treatment is consistent with an accrued net loss on firm purchase commitments for inventory which is also an
unconditional purchase obligation. Although this take-or-pay contract with DevFactory is not a lease and is not subject to ASC 840, such accounting treatment also is consistent with the buyout of an existing lease when no future benefit exists. The
Company evaluated whether the consideration provided to DevFactory provided any future benefit and concluded that since the Company is still obligated to pay what it believes are market rates for future services (i.e. no discount), no future benefit
(and no asset) exists. Accordingly, such consideration was not viewed as a prepaid expense pursuant to ASC 340-10-05.

 The Company
respectfully submits that the actual level of services procured by the Company will be determined over time by the operational needs of its business. The annual minimum purchase commitment will fluctuate proportionately to our revenue because Upland
and DevFactory agreed that in exchange for Upland having priority access to DevFactory services and most-favored-nations pricing protection, Upland would agree to a minimum annual purchase commitment that will be adjusted proportionately each year
the contract is in effect based on the change in Upland’s revenue. The minimum purchase commitment for 2014 is $2,131,750 and will be adjusted proportionately with Upland’s revenue changes in the future. The Company undertakes to revise
its disclosure in footnote 7 on page F-26 to better describe this provision in Amendment No. 1.

 Management

Non-Employee Directors, page 96

2.
For Messrs. Courter and Favaron, please briefly discuss the specific experience, qualifications, attributes or skills that led to the conclusion that they should serve as directors. Refer to Item 401(e) of
Regulation S-K.

 In response to the Staff’s comments, the Company will revise its disclosure in Amendment No. 1
to disclose the specific experience, qualifications, attributes or skills that led to the conclusion that Messrs. Courter and Favaron should serve as directors.

Certain Relationships and Related Party Transactions

Technology Services Agreement, page 112

3.
You disclose that you “issued 11,000,000 shares of common stock to DevFactory at a purchase price of $0.0001 per share for an aggregate purchase price of $1,100.” Further, you state in your response that
the company “issued 11,000,000 shares of the Company’s common stock as consideration for the requested amendments.” Please explain how you determined the amount of consideration exchanged to obtain the amendments. Indicate whether the
value of consideration equates to the reduction in minimum fees. Provide the minimum fees both before and after the amendment.

In response to the Staff’s comments, we respectfully advise the Staff that the agreement to issue 11,000,000 shares of common stock to
DevFactory was as a result of arms-length negotiation between the Company and DevFactory. As mentioned in our prior response letter dated September 4, 2014 (the

 Securities and Exchange Commission

October 1, 2014

  Page
 4

“Prior Response Letter”), as a result of changes in the Company’s business model and the Company’s decision to conduct more product development internally, the Company
began negotiations with DevFactory in 2013 in order to align the terms of the agreement with its revised business model. Under the Original Agreement, the Company was required to make set minimum annual purchase commitments regardless of the actual
use of services. As an inducement to lower such minimum annual purchase commitment amounts, the Company agreed to issue 11,000,000 shares of its common stock to DevFactory. The minimum fees for 2014 under the Original Agreement would have been
$3,295,440 and pursuant to the Amended Agreement, the minimum fees for 2014 are $2,131,750.

 The Company further submits that it
respectfully believes that the common stock issued to DevFactory does not represent a preferential dividend to DevFactory or ESW, LLC (“ESW”). Such shares were issued to DevFactory in its role as a service provider as consideration
to reduce the amount of future services the Company was required to purchase. The payment was not made to DevFactory as a stockholder. DevFactory’s and ESW’s stockholder rights did not entitle either entity to such shares and other holders
of similar capital stock did not receive any similar consideration. The Company believes that the payment represents an expense of the Company, and to exclude such expense from the determination of net income and instead to reflect the payment as an
allocation of net income to a particular equity holder would be misleading.

 Exhibit 10.37

4.
We note that you did not file Schedule A to the exhibit. Please refile the exhibit in its entirety to include the schedule. Note that unlike Item 601(b)(2) of Regulation S-K, there is no provision in
Item 601(b)(10) of Regulation S-K for omitting schedules or similar attachments.

 In response to the
Staff’s comments, the Company undertakes to file with Amendment No. 1 a revised Exhibit 10.37 to include Schedule A to the exhibit.

* * * *

 Securities and Exchange Commission

October 1, 2014

  Page
 5

 Please direct any questions regarding the Company’s responses or the revised draft of
the Registration Statement to me at (512) 338-5400 or jalcorta@wsgr.com.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Joseph M. Alcorta

Joseph M. Alcorta

cc:
John T. McDonald, Upland Software, Inc.

Michael D. Hill, Upland Software, Inc.

Robert V. Housley, Upland Software, Inc.

Brian K. Beard, Wilson Sonsini Goodrich & Rosati, P.C.

Brian Schafer, Winston & Strawn LLP

CORRESP
1
filename1.htm

CORRESP

 CONFIDENTIAL TREATMENT REQUESTED

BY UPLAND SOFTWARE, INC.

UPLD-001

 CERTAIN
PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A
PLACEHOLDER IDENTIFIED BY THE MARK “[CONFIDENTIAL ***].”

 September 30, 2014

VIA EDGAR AND COURIER

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:
Barbara C. Jacobs

 Matthew Crispino

Maryse Mills-Apenteng

 Stephen
Krikorian

 Juan Migone

Re:
Upland Software, Inc.

 Registration Statement on Form S-1

File No. 333-198574

 Ladies and
Gentlemen:

 On behalf of Upland Software, Inc. (“Upland” or the “Company”), we submit this supplemental
letter in further response to Comment No. 3 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated June 9, 2014 (the “Comment
Letter”) relating to the Confidential Draft Registration Statement on Form S-1 originally submitted by the Company to the Commission on May 13, 2014 and as revised and publicly filed on September 4, 2014 (as revised, the
“Registration Statement”).

 Because of the commercially sensitive nature of information contained herein, this submission
is accompanied by the Company’s request for confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act.

 Securities and Exchange Commission

 September
30, 2014

  Page
 2

 CONFIDENTIAL TREATMENT REQUESTED

BY UPLAND SOFTWARE, INC.

UPLD-001

 Determination of Estimated Preliminary IPO Price Range

The Company advises the Staff that the Company currently estimates a preliminary IPO price range of $[CONFIDENTIAL ***] to
$[CONFIDENTIAL ***] per share. This price range was determined based, in large part, on discussions and correspondence among the Board of Directors of the Company (the “Board”), senior management of the Company and
representatives of William Blair & Company, L.L.C. and Raymond James & Associates, Inc., the lead underwriters for the offering, that took place during the week of September 22, 2014. Prior to September 22, 2014, the
underwriters had not provided the Company with any formal valuation of the Company or related price range.

 The Company expects to include
the estimated preliminary IPO price range in an amendment to the Registration Statement that will precede the commencement of the Company’s road show. This price range is subject to further revision based on market conditions, business
developments and other factors.

 While the Company expects to implement a 6.099 to 1 reverse stock split and reflect such split in the
same amendment to the Registration Statement that includes the estimated preliminary IPO price range, all per share numbers in this letter are pre-split, and therefore consistent with the Registration Statement.

Summary of Recent Equity Grants

As described on pages 77- 78 of the Registration Statement, the Company recently granted options to purchase common stock and restricted stock
awards to certain employees and other service providers of the Company. At the time of these grants, the Board determined that the fair value of the Company’s common stock was $1.43 per share. The Board based its determination of the fair value
of the Company’s common stock on the factors described on pages 75-77 of the Registration Statement including the valuation report of its third-party independent valuation firm (the “Valuation Report”), which concluded that, as
of June 30, 2014, the fair market value of the Company’s common stock was $1.43 per share. The Valuation Report applied a PWERM analysis that reflected a 90% probability that the Company would complete an initial public offering, a 5%
probability of an acquisition of the Company and a 5% probability that the Company would continue as a going concern. The Valuation Report further applied a discount to reflect the value of the common stock on a non-marketable, minority basis. At
the time of the grants, the Board carefully considered all relevant information available to it, and determined that there were no material changes in the Company’s business since June 30, 2014, or in the assumptions upon which the
valuation was based, that affected the fair value of the Company’s common stock on such dates.

 The Company has not granted any
additional options or restricted stock awards subsequent to these most recent grants.

 Securities and Exchange Commission

 September
30, 2014

  Page
 3

 CONFIDENTIAL TREATMENT REQUESTED

BY UPLAND SOFTWARE, INC.

UPLD-001

 Explanation and Reconciliation of Difference Between the Fair Value of the Company’s
Common Stock in September and the Midpoint of the Estimated Preliminary IPO Price Range for an October IPO

 The Company respectfully
submits that the difference between the fair value of the Company’s Common Stock on September 2, 2014 ($1.43) and the midpoint of the estimated preliminary IPO price range for an October IPO ($[CONFIDENTIAL ***]) is primarily the
result of the following factors:

•

The estimated preliminary IPO price range represents a future price for shares of common stock that, if issued in the IPO, will be immediately freely tradable in a public market, whereas the estimated fair value of the
common stock as of the September 2, 2014 grant date represents a contemporaneous estimate of the fair value of shares that were then illiquid, might never become liquid and, even if an IPO were successfully completed, would remain illiquid at
least until the expiration of the 180-day lockup period following the IPO. This illiquidity accounts for a substantial difference between the estimated fair value of the common stock as of the September 2, 2014 grant date and the estimated
preliminary IPO price range.

•

The estimated preliminary IPO price range is based on a single outcome that is not probability weighted – a successful IPO in the near-term – and does not take into account the probability of alternative
outcomes that could yield lower valuations, such as an acquisition at differing valuations or that the Company may continue as a private, stand-alone entity.

•

The holders of the Company’s preferred stock currently enjoy substantial economic rights and preferences over the holders of its common stock, including (i) liquidation payments in preference to the holders of
common stock and (ii) the right to receive dividends prior to any dividends declared or paid on any shares of the common stock.

•

The successful completion of an IPO would strengthen the Company’s balance sheet, provide access to public debt and equity markets and provide enhanced operational flexibility.

•

The performance of the financial markets in general, and the performance of publicly-traded software-as-a-service companies in particular, have been strong recently. Major market indices are at or near their all-time
highs and several technology companies successfully completed initial public offerings since September 2, 2014. Strong markets, and a favorable IPO market, contributed to an increase in the value of the Company’s common stock during the
relevant period.

•

The Company’s consideration of various objective and subjective factors in the previous fair value determination that are applicable to valuations based on private company valuation methodologies, and which were
not taken into account in the analysis performed by the lead underwriters in considering the estimated preliminary price range for the Company’s initial public offering.

 Securities and Exchange Commission

 September
30, 2014

  Page
 4

 CONFIDENTIAL TREATMENT REQUESTED

BY UPLAND SOFTWARE, INC.

UPLD-001

 The Company anticipates including a general description of the foregoing in its Registration
Statement at or prior to the time that it amends the Registration Statement to include the estimated preliminary IPO price range.

 The
Company respectfully submits that the determination of the fair value of its common stock in September 2014 was consistent with its past practice and consistent with the American Institute of Certified Public Accountants Practice Aid, Valuation
of Privately-Held Company Equity Securities Issued as Compensation. Based on the foregoing, the Company respectfully seeks confirmation that the Staff has no further comments with respect to the matters discussed in this letter.

****

 Securities and Exchange Commission

 September
30, 2014

  Page
 5

 CONFIDENTIAL TREATMENT REQUESTED

BY UPLAND SOFTWARE, INC.

UPLD-001

 Please direct any questions or comments regarding the contents of this letter to me at
(512) 338-5471 or jalcorta@wsgr.com and Brian Beard at (512) 338-5422 or bbeard@wsgr.com. Thank you for your assistance.

 Sincerely,

 WILSON SONSINI GOODRICH & ROSATI

 Professional Corporation

 /s/ Joseph M. Alcorta

 Joseph M. Alcorta

 Enclosures

cc:
John T. McDonald, Upland Software, Inc.

 Michael D. Hill, Upland Software, Inc.

Robert V. Housley, Upland Software, Inc.

Brian K. Beard, Wilson Sonsini Goodrich & Rosati, P.C.

Brian Schafer, Winston & Strawn LLP

September 23, 2014

Via E -mail
John T. McDonald
Chief Executive Officer
Upland Software, Inc.
401 Congress Avenue, Suite 1850
Austin, TX  78701

Re: Upland Software, Inc.
Registration Statement on Form S -1
Filed September 4, 2014
File No. 333 -198574

Dear Mr. McDonald :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we  may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment  is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Management’s Discussion and Analysis of  Financial Condition and Results of
Operations

Comparison of Six Months Ended  June 30, 2013 and 2014

Research and Development, page 58

1. We note your response to prior comment 5 and have the following comment.   While you
indicate that the amendment reduced the amount of minimum fees to be paid in the future
periods, please clarify whether the level of fut ure services to be provided was  also
reduced.   Tell us whether the amendment also reduced the service fee to be charged for
future services.   In this regard, tell us why you believe the payment should be expensed
while the agreement remains in effect.   Describe how future service level or p ayments are
determined and explain why the amount of software development services will fluctuate

John T. McDonald
Upland Software, Inc.
September 23 , 2014
Page 2

 proportionately to your revenue.   Indicate the percentage or value used to determine the
amount of software development services to be provided.   In addition , consider disclosing
the significant terms of this agreement within your commitment footnote 7 on page F -26.

Management

Non-Employee Directors, page 96

2. For Messrs. Courter and Favaron, please briefly discuss the specific experience,
qualifications, a ttributes or skills that led to the conclusion  that they should serve as
directors.  Refer to Item 401(e) of Regulation S -K.

Certain Relationships and Related Party Transactions

Technology Services Agreement, page 112

3. You disclose that you “issued 11,000,000 shares of common stock to DevFactory at a
purchase price of $0.0001 per share for an aggregate purchase price of $1,100.”   Further,
you state in your response that the company “issued 11,000,000 shares of the Compan y’s
common stock as consideration for the requested amendments.”    Please explain how you
determined the amount of consideration exchanged to obtain the amendments.   Indicate
whether the value of consideration equates to the reduction in minimum fees.   Provide the
minimum fees both before and after the amendment.

Exhibit 10.37

4. We note that you did not file Schedule  A to the exhibit .  Please refile the exhibit  in its
entirety to include the schedule.  Note that unlike Item 601(b)(2) of Regulation S -K, there
is no provision in Item 601(b)(10) of Regulation S -K for omitting schedules or similar
attachments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosu res they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the sta ff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

John T. McDonald
Upland Software, Inc.
September 23 , 2014
Page 3

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declar ing the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date  of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offe ring of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Juan Migone , Senior Staff Accountant,  at (202) 551 -3312  or Stephen
Krikorian, Accounting Branch Chief, at (202) 551 -3488  if you have questions regarding
comments on the financial statements and re lated matters.  Please contact Matthew Crispino,
Staff Attorney,  at (202) 551 -3456 or me at (202)  551-3457  with any other questions.

        Sincerely,

        /s/ Matthew  Crispino for

       Maryse Mills -Apenteng
       Special Counsel

cc: Via E-mail
 Brian K. Beard, Esq.
 Wilson Sonsini Goodrich & Rosati

CORRESP
1
filename1.htm

Response Letter

 900 South Capital of Texas Highway

Las Cimas IV, Fifth Floor

 Austin, TX
78746-5546

 PHONE 512.338.5400

 FAX
512.338.5499

 www.wsgr.com

 September 4, 2014

Via EDGAR and Overnight Delivery

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549

Attention:
Barbara C. Jacobs

Matthew Crispino

Maryse Mills-Apenteng

Stephen Krikorian

Juan Migone

Re:
Upland Software, Inc.

Confidential Draft Registration Statement on Form S-1

Submitted July 22, 2014

CIK No. 0001505155

 Ladies and Gentlemen:

On behalf of our client, Upland Software, Inc. (“Upland” or the “Company”), we submit this letter in
response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated August 7, 2014 (the “Comment Letter”), relating to the
above referenced Confidential Draft Registration Statement on Form S-1 submitted July 22, 2014. Additionally, on behalf of the Company, we are supplementally providing with this letter materials in response to various matters noted in the Comment
Letter (the “Supplemental Materials”).

 In response to the comments set forth in the Comment Letter, the Company has
revised the Confidential Draft Registration Statement and, together with this response, is publicly filing a revised Registration Statement on Form S-1 (the “Registration Statement”).

For the Staff’s reference, we are providing to the Staff by overnight delivery copies of this letter as well as both a clean copy of the
Registration Statement and a copy marked to show all changes from the version confidentially submitted on July 22, 2014.

 In this letter,
we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except as otherwise specifically indicated, page references herein correspond to the page of the revised draft of
the Registration Statement.

 Securities and Exchange Commission

September 4, 2014

  Page
 2

 Prospectus Summary

Company Overview, page 1

1.
We note your response to prior comment 1. We do not believe that you have provided sufficient quantitative data to support the claim that you are a leading provider of cloud-based
enterprise work management software. Please remove this claim or advise.

 The Company respectfully submits that it
continues to believe it is a leading provider of cloud-based enterprise work management software. As mentioned in our prior response letter dated July 22, 2014 (the “Prior Response Letter”), the Company’s determination of its
“leading” status is based on the Company’s commitment to providing enterprise work management software via a cloud-based delivery platform, the Company’s revenues relative to other cloud-based providers of enterprise work
management software applications, the Company’s recognition in third-party reports and materials and its thought leadership within the industry.

We supplementally provided with our Prior Response Letter behind Tab 8 a copy of a 2014 Gartner, Inc. (“Gartner”) enterprise
software market share report for the years 2011-2013 (the “Market Share Report”), which includes revenue and market share data for enterprise software vendors without distinguishing between those that provide software via
cloud-based delivery or primarily through legacy on-premise systems. In addition, we supplementally provided with our Prior Response Letter behind Tab 1 a copy of Gartner’s 2014 Magic Quadrant for Cloud-Based IT Project and Portfolio Management
Services report (the “Magic Quadrant Report”), which includes vendors whose product deployment is significantly of cloud-native and cloud-optimized application services. As noted in our email correspondence of August 28, 2014, of
the six vendors identified in Gartner’s Magic Quadrant Report as deploying products which are significantly cloud-native and cloud-optimized, the Company ranks second by revenue as reported in Gartner’s Market Share Report. As such, the
Company believes this statistic provides sufficient basis for the Company to be considered a leading provider of enterprise work management software via cloud-based delivery.

Furthermore, we note that Gartner places the Company toward the top of the ‘Visionary’ quadrant in its Magic Quadrant Report. In the
Magic Quadrant Report, Gartner describes Visionaries as demonstrating “visionary features and traits resembling those of Leaders, such as in their SaaS architecture and/or cloud-based application development activity, their SaaS-based business
model and SLAs with customers.” (See p. 18 of the Magic Quadrant Report.) In addition, Gartner further states on p. 18 of the Magic Quadrant Report that while “[t]he financial viability, number of customers or average number of users of
Visionaries may not compare to those of Leaders in this Magic Quadrant, …these providers make up for limitations in these areas through innovative features and functionality, as well as direct, responsive customer care and some influence over
future product development.” The Company believes that recognition as innovative and visionary by reputable industry observers and market research firms such as Gartner strengthens the Company’s claim of being a leading provider of
cloud-based enterprise work management software.

 As further evidence of its leadership position, the Company is considered a thought
leader in the industry as evidenced by its invitation to participate in industry-specific tradeshows and events and its consultation for content and expertise included in publications and digital newsletters. The article

 Securities and Exchange Commission

September 4, 2014

  Page
 3

authored by John Walls of the Company published in Today’s CIO, a copy of which was supplementally provided with the Prior Response Letter behind Tab 3, is illustrative of the Company’s
recognition as a thought leader in the industry.

 As such, the Company respectfully submits that, particularly when factored together, the
Company’s revenues relative to other cloud-based providers of enterprise work management software applications, the Company’s recognition in third-party reports and materials and its thought leadership within the industry, the Company is
supported in its claim that it is a leading provider of cloud-based enterprise work management software applications.

 The Upland Approach, page 3

2.
We note the claim in the first sentence of this section that your software is “award-winning.” Please provide support and context for this claim by disclosing in the filing the awards that your software
has won and discussing the process for each award, such as whether your products were independently chosen or nominated for each award or if you applied for consideration, if you paid to compete for the award, the criteria used in conferring the
award, the number of companies considered for the award and the number of awards made.

 We have
included in the Supplemental Materials additional detail for various awards, accolades and recognitions the Company and its products have received. The Company respectfully submits that the Company is unaware of the details of the process for
nomination and selection for all of the various awards, accolades and recognitions identified in the Supplemental Materials, including the criteria used in conferring such awards, the number of companies considered for the awards and the number of
awards made. In some instances, the Company was unaware of its consideration for the award or recognition until it was notified of its selection. Additionally, in certain cases, the Company and, presumably, the other nominees paid a fee to be
considered for such award.

 Given the numerous awards, accolades and recognitions the Company and its products have received and the lack
of details regarding the process for nomination and selection for such awards, the Company respectfully submits that the Company is unable to disclose such details in the filing. In addition, as such details, if available, likely would vary by
award, such detailed disclosure may not be helpful or meaningful to investors.

 Use of Proceeds, page 39

3.
We note that you intend to use some portion of the offering proceeds to repay outstanding and accrued interest under your loan and security agreements with Comerica Bank. Please
disclose in this section the interest rate and maturity of your debt. Refer to Instruction 4 to Item 504 of Regulation S-K.

In response to the Staff’s comments, the Company has revised its disclosure on page 39 to disclose the interest rate and maturity of the
debt to be repaid in connection with this offering.

 Securities and Exchange Commission

September 4, 2014

  Page
 4

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 48

 Comparison of Fiscal Quarters Ended March 31, 2013 and 2014, page 57

4.
You indicate that discussing organic growth or decay would not be meaningful to investors, as you disclose that you have achieved significant growth since inception, primarily as a result of your acquisition
strategy. However, based on your disclosures on page 57, growth related to acquisitions appears to exceed total subscription and support revenues. In this regard, please clarify whether or not there was a corresponding
decrease in the revenues of your existing subscription and support operations. If so, discussing the reasons for the apparent deterioration in your existing business operations, whether temporary or permanent, would provide investors with an
understanding of your continuing operation and provide transparency into the growth trends of your core business. As such, please consider revising your filing accordingly.

In response to the Staff’s comments, the Company has included disclosure on page 57 to clarify that while the increases in subscription
and support revenue for the six months ended June 30, 2014 as compared to June 30, 2013 were primarily attributable to the acquisitions of FileBound, ComSci and Clickability in fiscal 2013, subscription and support revenue did not increase by the
same amount primarily as a result of the negative impact of foreign currency exchange rates effecting the conversion of revenues from our Canadian operations.

As noted in the Prior Response Letter, the Company discloses throughout the Registration Statement, including on pages 2, 14, 15, 48, 51 and
82, the Company has achieved significant growth since its inception, primarily as a result of its acquisition strategy and that acquisitions continue to be a primary component of the Company’s growth strategy in order to, among other things,
provide access to new markets and increased benefits of scale. Accordingly, the Company continues to believe the primary driver of revenue growth likely will continue to be due to acquisitions in the foreseeable future until such time as the Company
achieves sufficient scale providing the Company with the opportunity to enjoy the increased benefits of scale and that disclosures regarding other growth trends will not be meaningful to investors. However, in order to provide a clearer
understanding of the Company’s growth since inception, the Company has revised its disclosure on page 48 to clarify that substantially all of its growth since inception has been as a result of its acquisition strategy.

Research and Development, page 58

5.
We note that in January 2014, you issued 11,000,000 shares of common stock in connection with an amendment of a technology services agreement with a related party, and recognized a noncash charge of $11.2 million.
In this regard, please tell us the nature of and timeline of events associated with the amendment to the technology and services agreement.

In response to the Staff’s comments, we respectfully advise the Staff that the Company entered into the original technology services
agreement with DevFactory FZ-LLC (“DevFactory”) in January 2012. At that time, the Company had originally expected that it would outsource the majority of its product development to third party vendors. However, after completing the
integration of its first two acquisitions, the Company revised its business model and determined that it would do more product

 Securities and Exchange Commission

September 4, 2014

  Page
 5

development internally. As a result, the Company began negotiations with DevFactory in 2013 in order to align the terms of the agreement with its revised business model. Specifically, the Company
sought to reduce the minimum fees due under the agreement. Following negotiations in December 2013, the Company and DevFactory entered into the amended and restated technology services agreement pursuant to which the parties agreed to reduce the
minimum fee payments to be paid to DevFactory and the Company issued 11,000,000 shares of the Company’s common stock as consideration for the requested amendments.

Notes to Consolidated Financial Statements

Note 2. Significant Accounting Policies

Revenue recognition, page F-12

6.
You indicate that subscription services have standalone value as such services are often sold separately. Furthermore, you indicate that when determining whether implementation and
other professional services have standalone value apart from the subscription services, you consider various factors including the availability of the services from other vendors. Please clarify for us whether the available services provided from
other vendors involve implementation services related to your specific products, or general implementation services for others in the industry.

We respectfully advise the Staff that when the Company considered the availability of the services from other vendors in its evaluation of
standalone value for implementation and other professional services, it considered both the implementation services that have been performed by other vendors for the Company’s subscription products as well as general implementation services for
other vendors in the industry. The Company’s applications are easy to deploy and do not require specialized knowledge possessed only by the Company for successful deployment. The Company is often engaged to perform the implementation services,
because it can perform such services more efficiently. However, there are others in the industry, including both other vendors and customers, with sufficient knowledge to perform the implementation services.

General

7.
Please update your financial statement to comply with the requirements set forth in Rule 3-12 of Regulation S-X.

The Company has updated the draft of the Registration Statement to comply with the requirements set forth in Rule 3-12 of Regulation S-X.

* * * *

 Securities and Exchange Commission

September 4, 2014

  Page
 6

 Please direct any questions regarding the Company’s responses or the revised draft of
the Registration Statement to me at (512) 338-5400 or jalcorta@wsgr.com.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Joseph M. Alcorta

Joseph M. Alcorta

cc:
John T. McDonald, Upland Software, Inc.

 Michael D. Hill, Upland Software, Inc.

Robert V. Housley, Upland Software, Inc.

Brian K. Beard, Wilson Sonsini Goodrich & Rosati, P.C.

Brian Schafer, Winston & Strawn LLP

August 7, 2014

Via E -mail
John T. McDonald
Chief Executive Officer
Upland Software, Inc.
401 Congress Avenue, Suite 1850
Austin, TX  78701

Re: Upland Software, Inc.
Amendment No. 1 to the Draft Registration Statement on Form S -1
Submitted July 22, 2014
CIK No . 0001 505155

Dear Mr. McDonald :

We have reviewed your amended draft registration statement  and have the following
comments.  References to prior comments are to those in our letter dated June 9, 2014.  In some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft  registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewin g the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Prospectus Summary

Company Overview, page 1

1. We note your response to prior comment 1.  We do not believe that you have provided
sufficient quantitative data to support the claim that you are a leading provider of cloud -
based enterprise work management software.”  Please remove this claim or advise.

The Upland Approach, page 3

2. We note the claim in the first sentence of this section that your software is “award -
winning.”  Pl ease provide support and context for this claim by disclosing in the filing the
awards that your software has won and discussing the process for each award, such as

John T. McDonald
Upland Software, Inc .
August 7, 2014
Page 2

 whether your products were independently chosen or nominated for each award or if you
appli ed for consideration, if you paid to  compete for the award, the criteria used in
conferring the award, the number of companies considered for the award and the number
of awards  made.

Use of Proceeds, page 39

3. We note that you intend to use some portion of the offering proceeds to repay outstanding
and accrued interest under your loan and security agreements with Comerica Bank.
Please disclose in this section the interest rate and maturity of your debt.  Refer to
Instruction 4 to Item 504 of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
48

Comparison of Fiscal Quarters Ended March 31, 2013 and 2014, page 57

4. You indicate that discussing organic growth or decay would not be meaningful to
investors, as you disclose that you have achieved significant growth since inception,
primarily as a result of your acquisition strategy.   However, based on your disclosures on
page 57, growth related to acquisitions appears to exceed total subscription an d support
revenues.   In this regard, please clarify whether or not there was a corresponding decrease
in the revenues of your existing subscription and support operations.   If so, discussing the
reasons for the apparent deterioration in your existing busin ess operations, whether
temporary or permanent, would provide investors with an understanding of your
continuing operations and provide transparency into the growth trends of your core
businesses.   As such, please consider revising your filing accordingly.

Research and Development, page 58

5. We note that in January 2014, you issued 11,000,000 shares of common stock in
connection with an amendment of a technology services agreement with a related party,
and recognized a noncash charge of $11.2 million.   In this regard, please tell us the nature
of and timeline of events associated with the amendment to the technology and services
agreement.

Notes to Consolidated Financial Statements

Note 2. Significant Accounting Policies

Revenue recognition, page F -12

6. You indicate that subscription services have standalone value as such services are often
sold separately. Furthermore, you indicate that when determining whether
implementation and other professional services have standalone value apart from the

John T. McDonald
Upland Software, Inc .
August 7, 2014
Page 3

 subscripti on services, you consider various factors including the availability of the
services from other vendors.   Please clarify for us whether the available services provided
from other vendors involve implementation services related to your specific products, or
general implementation services for others in the industry.

General

7. Please update your financial statement to comply with the requirements set forth in Rule
3-12 of Regulation S -X.

If you intend to respond to these comments with an amended dr aft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11 , 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

You may contact Juan Migone , Senior Staff Accountant,  at (202) 551 -3312  or Stephen
Krikorian, Accounting Branch Chief, at (202) 551 -3488  if you have questions regarding
comments on the financial statements and re lated matters.  Please contact Matthew Crispino,
Staff Attorney,  at (202) 551 -3456 or me at (202) 55 1-3457 with any other questions.

        Sincerely,

        /s/ Maryse Mills -Apenteng

       Maryse Mills -Apenteng
       Special Counsel

cc: Via E-mail
 Brian K. Beard, Esq.
 Wilson Sonsini Goodrich & Rosati

June 9 , 2014

Via E -mail
John T. McDonald
Chief Executive Officer
Upland Software, Inc.
401 Congress Avenue, Suite 2950
Austin, TX  78701

Re: Upland Software, Inc.
Confidential Draft Registration Statement on Form S -1
Submitted May 13, 2014
CIK No . 0001 505155

Dear Mr. McDonald :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so  we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe o ur comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement  or filed registration statement,  we may have  additional
comments.

General

1. Please update your financial statement to comply with the requirements set forth in Rule
3-12 of Regulation S -X.

2. Please supplementally provide us with copies of all written co mmunications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications . Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any bro ker or dealer that is
participating or will participate in your offering.

John T. McDonald
Upland Software, Inc.
June 9 , 2014
Page 2

 3. We will process your amendments without price ranges.  Since the price range you select
will affect disclosure in several sections of the filling, we will need sufficient time to
process your amendments once a price range is included and the material information
now appearing blank throughout the document has been provided.  Please understand that
the effect of the price range on disclosure throughout the document may cause us to ra ise
issues in areas on which we have not previously commented.

4. Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of such materials, we may have further
comments.  See Que stion 101.02 of our Securities Act Forms Compliance and Disclosure
Interpretations, available on our website.

Prospectus Summary

Overview, page 1

5. Please provide support fo r the assertion that you are a “leading” provider of cloud -based
enterprise work  management software.  Also briefly describe in this section your “land -
and-expand go -to-market strategy.”

6. We note the risk factor disclosure on page 34 discussing the concentration of ownership
of your common stock among your existing officers, directors  and principal stockholders.
Disclose in the summary that your directors, executive officers and principal stockholders
will continue to have a substantial control over the company after the offering and
disclose the percentage of your voting power to be held by affiliates following the
offering.

7. With respect to all third -party statements in your prospectus —such as market data by
IDC—please provide us with the relevant portion of the industry research reports you
cite.  To expedite our review, please cl early mark each source to highlight the applicable
portion of the section containing the statistic, and cross -reference it to the appropriate
location in your prospectus.  Also, please tell us whether any of the reports were prepared
for you or in connecti on with the offering .

Key Metrics, page 10

8. Your reconciliation of adjusted EBITDA eliminates the impact of discontinued
operations and other expenses, before arriving at an EBITDA subtotal.  As such, it
appears that this subtotal does not meet the definition of EBITDA.  Please revise your
presentat ion accordingly or discontinue your presentation of such subtotal.  Further,
EBITDA should be disclosed as a Non -GAAP measure.  We note that you discuss
adjusted EBITDA but not EBITDA.

John T. McDonald
Upland Software, Inc.
June 9 , 2014
Page 3

 Risk Factors

“We rely on third -party software that is required for  the development…,” page 24

9. We note your statement that you rely on software licensed from or hosted by third parties
to offer your applications.  Please include in your business section a discussion of your
material license agreements and, to the extent you substantially depend on one or more
software licenses, please file any such license agreements as exhibits, or advise.  Refer to
Item 601(b)(10) of Regulation S -K.

“Sales of a substantial number of shares of our common stock…,” page 33

10. We note the disclosure in this risk factor and on page 120 that the representatives of the
underwriters may release the securities subject to the lock -up agreements any time with
or without notice.   To the extent any lock -up agreement relates to shares hel d by your
officers or directors, please explain how the above statement is consistent with the
requirements of FINRA Rule 5131(d)(2).   Additionally, please disclose whether there are
any agreements, understandings or intentions, tacit or explicit, to relea se any of the
securities from the lock -ups prior to the expiration of the corresponding period.   If so, or
if this constitutes a material risk, provide appropriate risk factor disclosure regarding the
discretionary power to release the securities subject t o the lock -up agreements.

Use of Proceeds, page 40

11. Although you do not have current specific plans for the net proceeds of this offering ,
consider disclosing the amount of proceeds that you plan to use to grow your business.
This section does not requir e disclosure of definitive plans and it is acceptable to provide
a quantitative discussion of preliminary plans.  Refer to Item 504 of Regulation S -K and
Instruction 7 to Item 504.  We note on page 78  you describe your growth strategy but do
not indicate i f it will be funded with offering proceeds.

Capitalization, page 41

12. The table presented on page 41 presents all the preferred stock within stockholders’
equity whereas your consolidated balance sheet on page F -3 presents the preferred stock
as temporar y equity.  Please reconcile these presentations.

Management’s Discussion and Results of Operations

Overview, page 49

13. Expand your overview  to provide insight into material opportunities, challenges and risks
facing the company, such as those presented by known material trends  and uncertainties,
as well as the actions management is taking to address these opportunities, challenges and
risks. See Item 303(a) of Regulation S -K and SEC Release No. 33 -8350. For example,

John T. McDonald
Upland Software, Inc.
June 9 , 2014
Page 4

 discuss the challenges and risks you face from your recent rapid growth and your plans to
expand your sales force and your overseas operations.  Your discussion of trends,
challeng es and uncertainties should provide insight into the extent to which reported
financial information is indicative of future results.

2013 Acquisitions, page 51

14. We note you acquired Clickability, Inc. , for $12.3 million .  Please provide your
significanc e evaluation based on the thresholds set forth in Rule 1 -02(w) of Regulation S -
X.  If significant, please revise your filing to provide the financial statements required by
Rule 3 -05 of Regulation S -X.

Components of Operating Results, page 53

15. You discuss the significant components that impact  cost of revenues and operating
expenses.  However, you do not quantify the relative percentages associated with each
cost component identified as having a material impact.  In this regard, please tell us what
consideration you gave to providing  greater insight into the relative significance of these
components along with a discussion of the variability of the significant cost components ,
included within cost of revenues and operating expenses , for each of the peri ods
presented.

Determination of the Fair Value of Stock -Based Compensation Grants , page 68

16. We note that your estimated stock volatility for 2013 declined significantly in comparison
to 2012.  Please describe the reasons for this decline.  Explain whether you changed your
comparable companies between these periods.  Tell us how you identified com parable
companies and explain how you considered that you were recently formed when making
this selection.

Common Stock Valuation Methodology , page 69

17. Please clarify whether the column labeled “Estimated Fair Value per Share” in your table
on page 70 r epresents the estimated fair value of your shares of common stock or your
stock options.  In this regard, the amounts do not agree with the discussion directly below
this table.  In addition, similar amounts and disclosures are provided in Footnote 9 on
page F-30.  Please advise.

Business Combinations and the Recoverability of Goodwill and Long -lived Intangible Assets ,
page 71

18. Your disclosure under this subheading indicates that you have one reporting unit.
However, your disclosure on page F -11 indic ates that you have two reporting units.
Please clarify this apparent inconsistency.

John T. McDonald
Upland Software, Inc.
June 9 , 2014
Page 5

 19. Please consider disclosing the percentage by which fair value exceeds the carrying value
of your goodwill.  In addition, please tell us the key assumptions used to dete rmine the
fair value of your reporting units.  Consider including a  discussion of the degree of
uncertainty associated with the key assumptions.   The discussion regarding uncertainty
should provide spe cifics to the extent possible  and description of potent ial events and/or
changes in circumstances that could reasonably be expected to negatively affect the key
assumptions.

20. We note that you recorded a $1.1 million impairment charge for trade name in 2013.
Please advise to which expense caption this charge w as recorded to.  In this regard, we
did not note any reference to this charge within your results of operations discussion.

Comparison of Fiscal Years Ended December 31, 2012 and 2013 , page 58

Revenue , page 58

21. While you discuss the factors that had an impact on revenues, please consider revising
your disclosures to quantify those factors that resulted in material posit ive or negative
fluctuations, on revenue, year over year.  For example, you indicate that the increase in
subscription and support revenu e during fiscal 2013 resulted primarily from the
acquisitions of FileBound and ComSci in fiscal 2013, as well as the inclusion of the full
year of ownership of our 2012 acquisitions.  However, you do not quantify the impact of
these items .  As such, it is unclear how that these disclosures provide sufficient detail for
an investor to gain an understanding of the relative impact that these underlying factors
had, and will continue to have,  on your results of operations. See Section III.B.4 of SEC
Release 33 -8350.

22. Based on your disclosures, it appears that your revenue growth is mostly due to
acquisitions.  Since your disclosures focus on the impact of the acquisitions, it’s not clear
whether you had any organic growth or deterioration in your existing opera tions.  In this
regard, please tell us what consideration you gave to providing disclosures that discuss
organic growth or deterioration of your existing business operations, for each of the years
presented.  Such disclosures would provide investors with a n understanding of continuing
operations and provide transparency into the growth trends of your core businesses,
including your ability to continue to generate organic growth in future periods.

Loan and Security Agreements, page 62

23. Please add a risk f actor disclosing that your obligations and those of your subsidiaries
under the loan agreements are secured by a security interest in substantially all of your
assets.

John T. McDonald
Upland Software, Inc.
June 9 , 2014
Page 6

 Business,  page 73

24. You state elsewhere that approximately 24% of your revenues was g enerated outside of
the United States in fiscal year 2013 and that foreign expansion is a core component of
your growth strategy.  Please tell us how you considered addressing your foreign
operations and international expansion plans in your business discu ssion.  In addition,
please provide the information required by Item 101(d) of Regulation S -K for each of
your last three fiscal years.  Alternatively, to the extent that the disclosed information
conforms to generally accepted accounting principles, you m ay include a cross -reference
with respect to the information provided in Note 16 to your financial statements.

Technology and Operations, page 83

25. We note that you currently serve your customers from eight third -party data center
hosting facilities.  Ple ase discuss your contractual arrangements with these centers in
your prospectus and file material agreements with your principal web hosting  providers
as exhibits  to the registration statement, or tell us why this is not required.  Refer to Item
601(b)(10) of Regulation S -K.

Intellectual Property and Proprietary Rights, page 85

26. Please revise to provi de a brief description of three patents that you own and  the d uration
and effect of the  patent s on your business.  Refer to  Item 101(c)(1)(iv) of Regulation S -K.

Management , page 86

27. Please disclose the names of the companies for which Mr. Hill worked as a consultant
from June 2007 to June 2012.  Also, we note the disclosure that prior to December 2011,
Mr. Wilson held various sales and management positions at Seagate Technology PLC
and Fujitsu Consumer Products of America.  Please revise to clearly identify Mr.
Wilson’s principal occupations and places of employment for the past five years.
Similarly, please clarify Mr. Sarracino’s dates of employment at Activant Capital and
Serent Ca pital.  Refer to Item 401(e)(1) of Regulation S -K.

Executive Compensation

Summary Compensation Table for Fiscal Year Ended December 31, 2013 , page 92

28. We note the disclosure in footnote five to the summary compensation table.  Please revise
to disclose  the “blended” rate used to convert Canadian dollars to U.S. dollars.  Refer to
Instruction 2 to Item 402(n) of Regulation S -K.

John T. McDonald
Upland Software, Inc.
June 9 , 2014
Page 7

 Notes to Consolidated Financial Statements

Note 2. Significant Accounting Policies
Revenue recognition, page F -12

29. We note  that in certain instances your professional services is not a separate unit of
accounting from your subscription services and as a result, you are recognizing the
implementation fees ratably over the contract life.   Please tell us your consideration for
recognizing these implementation fees over the estimated customer life based on the
guidance in footnote 39 of SAB Topic 13A.3.f.

30. We note that in certain instances your professional services are a separate unit of
accounting.  Please explain how such serv ices impacts the timing of revenue recognition
for the subscription term.  Indicate whether your customer can fully utilize their
subscription prior to the completion of the professional services.

31. Tell us and disclose how you determine whether an element or deliverable is a separate
unit of accounting (i.e., standalone value).

Comprehensive Loss, page F -16

32. You indicate that accumulated comprehensive loss as of December 31, 2012 and 2013
was due to foreign currency translation adjustments.   However, it appears that your
accumulated comprehensive loss resulted from net losses incurred for each of the periods
p