Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Upland Software, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
91544A109 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 91544A109 |
| 1 | Names of Reporting Persons
Jalak Investments B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NETHERLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,600,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: * Percentage is based upon 28,891,348 shares of common stock outstanding as of November 4, 2025, as reported by the issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 6, 2025.
SCHEDULE 13G
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| CUSIP No. | 91544A109 |
| 1 | Names of Reporting Persons
Petrus van Schaick | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NETHERLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,600,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: * Percentage is based upon 28,891,348 shares of common stock outstanding as of November 4, 2025, as reported by the issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 6, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Upland Software, Inc. | |
| (b) | Address of issuer's principal executive offices:
900 S. Capital of Texas Highway, Las Cimas IV, Suite 300, Austin, TX 78746 | |
| Item 2. | ||
| (a) | Name of person filing:
This amended Schedule 13G is being filed by: (i) Jalak Investments B.V., a besloten vennootschap (or private limited company) formed in the Netherlands; and (ii) Petrus van Schaick, a Dutch citizen. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". The Reporting Persons are parties to a Joint Filing Agreement pursuant to which they agreed to file the original Schedule 13G and all subsequent amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this amended Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each Reporting Person is Beethovenstraat 475, 1083 HK Amsterdam, The Netherlands | |
| (c) | Citizenship:
Incorporated by reference from Item 4 of the Cover Pages. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) Jalak Investments B.V. is the direct record and beneficial owner of 2,600,000 shares of common stock of the issuer. (ii) Voting and investment power with respect to the shares of common stock owned by Jalak Investments B.V. may be deemed to be held by Mr. van Schaick as the sole shareholder of Jalak Investments B.V. Mr. van Schaick does not directly own the shares of common stock. | |
| (b) | Percent of class:
Incorporated by reference from Item 11 of the Cover Pages. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Incorporated by reference from Item 5 of the Cover Pages. | ||
| (ii) Shared power to vote or to direct the vote:
Incorporated by reference from Item 6 of the Cover Pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Incorporated by reference from Item 7 of the Cover Pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Incorporated by reference from Item 8 of the Cover Pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 ?? 240.14a-11. |
| 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.
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Exhibit Information
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99.1 - Joint Filing Agreement, incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on January 30, 2025, by the Reporting Persons with the Securities and Exchange Commission (https://www.sec.gov/Archives/edgar/data/1505155/000110465925007405/tm254825d1_ex99-1.htm) |