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SECURITIES AND EXCHANGE COMMISSION

Preliminary Proxy Soliciting materials

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UNITED STATES

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

UNWIRED PLANET, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

20 FIRST STREET, FIRST FLOOR

LOS ALTOS, CALIFORNIA 94022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 4, 2015

Dear Stockholder:

You are cordially invited to attend the 2015 Annual Meeting of Stockholders (the Annual Meeting) of Unwired Planet, Inc. The meeting will be held on Friday, December 4, 2015, at 8:00 a.m. Pacific Standard Time at the offices of Pillsbury Winthrop Shaw Pittman LLP, 725 South Figueroa Street, Suite 2800, Los Angeles, CA 90017-5406 for the following purposes:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. The Board of Directors has fixed the close of business on October 6, 2015 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof.

By Order of the Board of Directors,

Los Altos, California

October , 2015

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Stockholders to Be Held on December 4, 2015.

The notice, the proxy statement and the annual report to stockholders are available at

https://materials.proxyvote.com/91531F

You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the proxy card mailed to you, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

2015 ANNUAL MEETING OF STOCKHOLDERS

AND PROXY STATEMENT

TABLE OF CONTENTS

UNWIRED PLANET, INC.

20 FIRST STREET, FIRST FLOOR

LOS ALTOS, CALIFORNIA 94022

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON December 4, 2015

October , 2015

GENERAL INFORMATION

Our Board of Directors (the Board) is soliciting proxies for our Annual Meeting of Stockholders to be held on Friday, December 4, 2015 beginning at 8:00 a.m. local time at the offices of Pillsbury Winthrop Shaw Pittman LLP, 725 South Figueroa Street, Suite 2800, Los Angeles, CA 90017-5406 (the Annual Meeting). An Annual Report to Stockholders, containing financial statements for the year ended June 30, 2015, is being mailed together with this Proxy Statement to all stockholders entitled to vote at the Annual Meeting. This Proxy Statement and the form of proxy were first mailed to stockholders on or about October , 2015.

This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully. Unless the context requires otherwise, the words Unwired Planet, we, Company, us and our refer to Unwired Planet, Inc.

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Why am I receiving these materials?

Unwired Planet has made these materials available to you on the Internet and has delivered printed versions of these materials to you by mail, in connection with our solicitation of proxies for use at the Annual Meeting, to be held at the offices of Pillsbury Winthrop Shaw Pittman LLP, 725 South Figueroa Street, Suite 2800, Los Angeles, CA 90017-5406, on Friday, December 4, 2015, at 8:00 a.m. Pacific Standard Time, and at any postponement(s) or adjournment(s) thereof. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement. The Annual Meeting will be held at the offices located at the address shown above.

What is included in these proxy materials?

These proxy materials include:

These proxy materials also include the proxy card or vote instruction form for the Annual Meeting.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

Unwired Planet has adopted a procedure called householding, which the SEC has approved. Under this procedure, we are delivering a single copy of this Proxy Statement and the Annual Report to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of this Proxy Statement and the Annual Report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of this Proxy Statement or the Annual Report, stockholders may write or call Unwired Planet at the following address and telephone number: 20 First Street, First Floor, Los Altos, California 94022, (650) 518-7111. Stockholders who hold shares in street name (as described below) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding. Additionally, any stockholders who are presently sharing an address and receiving multiple copies of the Proxy Statement or the Annual Report and who would rather receive a single copy of these materials in the future may instruct us by directing their request in the same manner.

How can I get electronic access to the proxy materials?

These proxy materials provide you with instructions regarding how to:

Unwired Planets proxy materials are also available for viewing, printing and downloading on our website at www.unwiredplanet.com in the Investors section.

Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

Who may vote at the Annual Meeting?

Only stockholders of record at the close of business on October 6, 2015 will be entitled to vote at the Annual Meeting. On this record date, there were 112,809,935 shares of common stock outstanding and entitled to vote.

What items will be voted on at the Annual Meeting?

Stockholders will vote on eight items at the Annual Meeting:

What are the Boards voting recommendations?

The Board recommends that you vote your shares:

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record . If your shares are registered directly in your name with our transfer agent, Computershare Trust Company N.A. (Transfer Agent), you are considered the stockholder of record with respect to those shares, and the Proxy Statement was sent directly to you by Unwired Planet. If you request printed copies of the proxy materials by mail, you will receive a proxy card.

Beneficial Owner of Shares Held in Street Name . If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in street name, and the Proxy Statement was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If you request printed copies of the proxy materials by mail, you will receive a vote instruction form.

If I am a stockholder of record of Unwired Planets shares, how do I vote?

There are four ways to vote:

We provide Internet and telephonic proxy voting to allow you to vote your shares online or by telephone, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access or telephonic voting, such as usage charges from Internet access providers and telephone companies.

If I am a beneficial owner of shares held in street name, how do I vote?

There are four ways to vote:

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of October 6, 2015.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you submit a proxy by Internet, telephone or mail without giving specific voting instructions on one or more matters listed in the Notice, your shares will be voted as recommended by our Board on such matters, and as the proxyholders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to the mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one proxy card or Notice?

If you receive more than one proxy card or Notice, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card, or vote with respect to each Notice, to ensure that all of your shares are voted.

May I change my vote after submitting my proxy?

Yes. You may revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

Your most current proxy card, or telephone or internet proxy, is the one that is counted.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

When are stockholder proposals due for the 2016 annual meeting?

Proposals of stockholders intended for inclusion in the Proxy Statement to be furnished to all stockholders entitled to vote at our 2016 annual meeting of stockholders, pursuant to Rule 14a-8 promulgated under the Exchange Act by the SEC, must be received at our principal executive offices not later than June , 2016. Under our bylaws, stockholders who wish to make a proposal at the 2016 annual meeting other than one that will be included in our Proxy Statement must notify us between August 6, 2016 and September 5, 2016. However, in the event that an annual meeting is called for a date that is not within 30 days before or after the first anniversary of the preceding years annual meeting, then, in order to be timely, a stockholders notice must be received by our Secretary not later than the close of business on the 10th day following the day on which the notice of the date of the meeting was mailed or the public announcement of the date of the meeting is first made, whichever first occurs. If you wish to submit a stockholder proposal or director nomination, please review our bylaws, which contain a description of the information required to be submitted as well as additional requirements about advance notice of stockholder proposals and director nominations.

What are broker non-votes?

Broker non-votes occur when a beneficial owner of shares held in street name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed non-routine. Generally, if shares are held in street name, the beneficial owner does not provide voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be routine, but not with respect to non-routine matters. Under the rules and interpretations of the national securities exchanges, non-routine matters include director elections (whether contested or uncontested) and matters involving a contest or a matter that may substantially affect the rights and privileges of stockholders.

The election of directors (Proposal 1), the amendment to our 2006 Stock Incentive Plan (Proposal 3), the Reverse Stock Split (Proposal 4), the Authorized Share Reduction (Proposal 5), the adoption of the Protective Amendment (Proposal 6), the approval of the Tax Benefits Preservation Agreement (Proposal 7) and the advisory vote on executive compensation (Proposal 8) are considered to be non-routine matters and as a result, brokers and nominees cannot vote your shares on these proposals in the absence of your direction. The ratification of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2016 (Proposal 2) is considered to be a routine matter and, as a result, brokers and nominees will be able to vote your shares on this proposal in the absence of your direction.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count For, Withheld, and broker non-votes with respect to the election of directors, and For and Against votes, abstentions and broker non-votes, with respect to all other proposals.

For Proposal 1, withheld votes and broker non-votes will have no effect on the outcome of the election of directors.

For Proposals 2, 3, 4, 5, 6, 7 and 8, abstentions will be included in determining the number of shares present and entitled to vote on the Proposals, thus having the effect of a vote against the proposal. For Proposals 3, 4, 5, 6, 7 and 8, broker non-votes, if any, are not counted in determining the number of shares present and entitled to vote and will therefore have no effect on the outcome.

The ratification of our independent registered public accounting firm is a routine matter on which we expect that brokers and other nominees will be entitled to vote without receiving instructions from the beneficial holder of the applicable shares of common stock. Accordingly, we expect no broker non-votes will result from this proposal; however, if any broker non-votes are submitted, they will have the same effect as an Against vote. If your shares are held by your broker as your nominee (that is, in street name), you will need to obtain a voting instruction form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.

How many votes are needed to approve each proposal?

For Proposal 1, the election of six directors, the six nominees receiving the most FOR votes at the meeting in person or by proxy will be elected. Each of the other matters requires for approval the favorable vote of a majority of the votes present and entitled to vote on the applicable matter at the Annual Meeting in person or by proxy.

What is the quorum requirement?

The representation in person or by proxy of at least a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum for the transaction of business. On the record date, there were 112,809,935 shares outstanding and entitled to vote. Thus, 56,404,968 shares must be represented by stockholders present at the meeting or by proxy to have a quorum.

If you are a holder of record, your shares will be counted towards the quorum only if you submit a valid proxy or are present at the Annual Meeting. Abstentions and broker non-votes are counted as present or represented for purposes of determining the presence or absence of a quorum for the Annual Meeting. If there is no quorum, a majority of the votes present and entitled to vote at the meeting or the Chairman of the meeting may adjourn the meeting to another date.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results.

PROPOSAL 1

ELECTION OF DIRECTORS

As of November 4, 2015, our Board will be comprised of six directors and will be comprised of six directors following this Annual Meeting. At our 2013 annual meeting of stockholders, our stockholders approved an Amended and Restated Certificate of Incorporation to declassify the Board and transition to annual elections of directors. The declassification resulted in the Board being fully declassified, and all Board members standing for annual elections, beginning with our 2015 annual meeting of stockholders. Directors elected at this meeting will serve a term of one year. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Philip A. Vachon, Richard S. Chernicoff, Peter A. Reed, Boris Teksler, Taylor O. Harmeling and Jess M. Ravich, and recommended that each be elected to the Board, each to hold office until the Annual Meeting of Stockholders to be held in 2016 and until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Mark E. Jensen, William E. Marino, Gregory P. Landis and Dallas S. Clement resigned effective November 4, 2015, and are not standing for re-election at this Annual Meeting.

Pursuant to the Securities Purchase Agreement dated as of June 28, 2013 by and among us and Indaba Capital Fund, L.P. (Indaba), Indaba had the right, for as long as certain conditions are met, to designate one member to the Board (the Designation Right). Indaba subsequently assigned the Designation Right to certain funds managed by MAST Capital Management, LLC (MAST) and, as a result of the assignment of the Designation Right, Peter A. Reed was appointed to the Board as a director effective on May 28, 2015 to serve until the next annual meeting of stockholders or until his successor has been elected pursuant to the Designation Right.

The Board knows of no reason why any of the nominees would be unable or unwilling to serve, but if any nominee should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person for the office of director as the Board may recommend in the place of such nominee. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named below.

Business Experience of Directors

The information with respect to each director nominee and continuing director includes the principal occupations in which he has been engaged, and the directorships in which he has served, in each case during the past five years. The information below is furnished by each respective director. There are no family relationships among any of Unwired Planets directors or its executive officers.

Proposed Director Nominees for Election in 2015

Philip A. Vachon has served as one of our directors since June 2013 and as Chairman of the Board from July 2013 to October 2015. In June 2014, Mr. Vachon was appointed our Principal Executive Officer. In 2009, Mr. Vachon co-founded IPMG AG, a privately-held global intellectual property licensing firm, where he currently serves as a director. From 2006 to 2008, Mr. Vachon advised one of the worlds largest patent holders on licensing to the telecommunications industry. Mr. Vachon served as President of Liberate International, a software and services firm that serviced the telecommunications industry, from 2003 to 2007. Mr. Vachon previously served on the board of directors of Hostess Brands from 2007 to 2009. The Nominating and Corporate Governance Committee believes that Mr. Vachons experience as an executive officer at several technology companies and in the telecommunications licensing industry qualifies him to serve on the Board.

Richard S. Chernicoff has served as one of our directors since March 2014, as our Lead Independent Director since April 2014 and as Chairman of the Board since October 2015. Since March 2015, he has served as a director, interim general counsel and interim general manager of the commercialization business at Marathon Patent Group Inc., a publicly held company engaged in the business of acquiring patents and patent rights. Prior

to joining the Board, Mr. Chernicoff was President of Tessera Intellectual Property Corp. from July 2011 to January 2013. Mr. Chernicoff was President of Unity Semiconductor Corp. from December 2009 to July 2011. Prior to that, Mr. Chernicoff was with SanDisk Corporation from 2003 to 2009 where as Senior Vice President, Business Development, Mr. Chernicoff was responsible for mergers and acquisitions, financings and joint venutures. Previously, Mr. Chernicoff was a mergers and acquisitions partner in the Los Angeles office of Brobeck, Phleger & Harrison LLP from 2000 to 2003, and Mr. Chernicoff was a corporate lawyer in the Los Angeles office of Skadden, Arps, Slate, Meagher & Flom LLP from 1995 to 2000. Prior to that, Mr. Chernicoff was a member of the staff of the SEC in Washington DC from 1993 to 1995. Mr. Chernicoff began his career as a certified public accountant with Ernst & Young LLP. Mr. Chernicoff has a B.S. in Business Administration from California State University Northridge and received a J.D. from St. Johns University School of Law. The Nominating and Corporate Governance Committee believes Mr. Chernicoffs qualifications to serve as Chairman of the Board include his significant experience with mergers and acquisitions, leadership of business organizations and capital market transactions.

Peter A. Reed has served as one of our directors since May 2015. Mr. Reed is a Portfolio Manager and Partner at MAST Capital Management, LLC (Mast), a Boston-based registered investment advisor. Mr. Reed currently serves as a director of International Wire Group Holdings Inc. and the Chairman of the Board of Nebraska Book Holdings, Inc. Prior to joining Mast in 2004, Mr. Reed was an investment banking analyst at Brown, Gibbons, Lang & Company where he worked on mergers and acquisitions, in-court and out-of-court financial restructurings, and debt and equity private placements for middle market companies. Mr. Reed holds his B.S. in Finance from Miami University in 2002. The Nominating and Corporate Governance Committee believes Mr. Reeds qualifications to sit on the Board include his knowledge of the capital markets and corporate governance practices as a result of his business background.

Boris Teksler has served as one of our directors and as our Chief Executive Officer, President and Principal Executive Officer since June 2015. Prior to joining the Board, Mr. Teksler served as the Senior Executive Vice President and President of the Technology Business Group at Technicolor, since June 2013. Prior to that, Mr. Teksler served as the head of Patent Licensing and Strategy at Apple Inc., from 2009 to 2013. Mr. Teksler holds a B.S. in Computer Science from University of California, Davis. The Nominating and Corporate Governance Committee believes Mr. Tekslers qualifications to sit on the Board include his significant experience with intellectual property (acquisition, licensing and litigation) and his industry knowledge.

Taylor O. Harmeling is a nominee for director and has been appointed to our Board effective November 4, 2015. Mr. Harmeling is a Portfolio Manager and founder of General Management Holdings LLC (GMH), a Burlington, Vermont-based investment firm. GMH invests the assets of its partners through a portfolio of highly-concentrated, long-term, value-oriented securities. Prior to founding GMH, from 2007 to 2013, Mr. Harmeling was a Managing Director at Lone Pine Capital where, among other industries, he focused on media & telecommunications investments. Previously, from 2006 to 2007. Mr. Harmeling was a Portfolio Manager at Emerging Sovereign Group. He graduated from Harvard College with a BA in Economics in 2003. The Nominating and Corporate Governance Committee believes Mr. Harmelings qualifications to sit on the Board include his knowledge of the capital markets and corporate governance practices as a result of his business background.

Jess M. Ravich is a nominee for director and has been appointed to our Board effective November 4, 2015. Mr. Ravich has served as a director of ALJ Regional Holdings, Inc. (ALJJ) since June 26, 2006 and the Chairman of its Board of Directors since August 31, 2006. He has also served as the Executive Chairman and Senior Executive Officer of ALJJ since February 20, 2013. Mr. Ravich joined The TCW Group as Group Managing Director in December 2012. Prior to that, Mr. Ravich was Managing Director at Houlihan Lokey since December 2009. Prior to that, Mr. Ravich was Chairman and Chief Executive Officer of Libra Securities, a Los Angeles-based investment banking firm that focused on capital raising and financial advisory services for middle market corporate clients and the sales and trading of debt and equity securities for institutional investors. Prior to founding Libra Securities in 1991, Mr. Ravich was an Executive Vice President at Jefferies & Co., Inc. and a

Senior Vice President at Drexel Burnham Lambert. Mr. Ravich has served on the board of directors of Cherokee Inc. (Nasdaq GS: CHKE) since May 1995. Mr. Ravich has also served as chairman of the board of directors of Cherokee Inc. since January 2011. Mr. Ravich has also served on the boards of directors of Spectrum Group International, Inc. since 2009, A-Mark Precious Metals, Inc. (Nasdaq GS: AMRK) since March 2014, as chairman at TCW BDC since September 2014 and as a board member of TCW Alternative Funds since March 2015. In addition to his professional responsibilities, Mr. Ravich has also served on the Undergraduate Executive Board of the Wharton School and the Board of Trustees of the Archer School for Girls. Mr. Ravich has both a B.S and M.S. from the Wharton School and a J.D. from Harvard University. The Nominating and Corporate Governance Committee believes Mr. Ravichs qualifications to sit on the Board include his knowledge of mergers and acquisitions, capital markets and corporate transformation.

Directors Retiring as of November 4, 2015 and Not Standing for Re-election at the Annual Meeting

Gregory P. Landis served as one of our directors from July 2013 to November 4, 2015 and served as the Chair of the Nominating and Corporate Governance Committee. Since January 1, 2013, Mr. Landis has served as General Counsel of TerraPower LLC, a nuclear energy research and development company. From November 2007 until June 2011, Mr. Landis served as General Counsel at Intellectual Ventures, an invention and patent acquisition and licensing company. Mr. Landis was the General Counsel of Vulcan Inc. from 2005 to 2007, and from 1995 to 2005 was the General Counsel of AT&T Wireless, where he also served as Executive Vice President and Corporate Secretary. He is a member of the board of directors of the Lawyers Committee for Civil Rights, a public policy and advocacy organization, and a prior member of the boards of CTIA, a wireless communications trade association, and the Seattle Childrens Theater. He also previously served as Chairman of the Board of Equal Justice Works, a non-profit organization that enables attorneys to provide pro bono legal services to communities in need.

Mark E. Jensen served as one of our directors from October 2012 to November 4, 2015. From October 2001 until his retirement in June 2012, Mr. Jensen was an executive at Deloitte & Touche LLP, where he held a variety of positions, including U.S. Managing Partner-Audit and Enterprise Risk Services, Technology Industry and U.S. Managing Partner-Venture Capital Services Group. Mr. Jensen currently serves on the boards of directors of Lattice Semiconductor Corporation, a publicly-traded developer and manufacturer of semiconductor devices, Control4 Corporation, a publicly traded provider of automation systems for homes and businesses, and ForeScout Technologies, Inc., a leading provider of real-time network security solutions for business enterprises and government organizations. Prior to joining Deloitte & Touche LLP, Mr. Jensen was the Chief Financial Officer of Redleaf Group. Mr. Jensen brings to the Board significant experience and in-depth knowledge of public company financial reporting and accounting, specifically with companies in the technology industry.

William Marino served as one of our directors from June 2013 to November 4, 2015. Mr. Marino is currently Chief Executive Officer of Pragmatus LLC, a privately-held intellectual property licensing firm. Since January 2011, Mr. Marino has served as Chief Intellectual Property Officer of ObjectVideo, a provider of intelligent video analytics software for security, public safety, business intelligence and other applications. From October 2007 to June 2010, Mr. Marino served as Chief Executive Officer of Saxon Innovations, LLC, an intellectual property licensing company in the networking, wireless and wired voice and data communications industry. From October 2005 until June 2010, Mr. Marino also served as partner and General Counsel for Altitude Capital Partners, a private investment fund focused on investing in intellectual property. Mr. Marino holds an undergraduate degree in Biochemistry from the University of Massachusetts and a Juris Doctor from Suffolk University, and he is registered to practice before the U.S. Patent and Trademark Office.

Dallas Clement served as one of our directors from June 2014 to November 4, 2015. Mr. Clement has served as a director of BitAuto Holdings Ltd, a publicly traded provider of internet content and marketing services for Chinas automotive industry. Mr. Clement has served as Executive Vice President, and Chief Financial Officer of Cox Enterprises, Inc., a privately held communications and automotive services company, since July 2015. Prior to that, Mr. Clement served as Executive Vice President and Chief Financial Officer of

Cox Automotive, Inc. from February 2011 to June 2015. Mr. Clement joined Cox Communications, Inc. in 1990 as a Policy Analyst and was promoted to Manager of Investment Planning in January 1993, Director of Finance in August 1994, and Treasurer in December 1996. From April 1995 to December 1996, Mr. Clement served as Assistant Treasurer for Cox Enterprises and Cox Communications, Inc. Prior to joining Cox Communications, Inc., Mr. Clement held analyst positions with Merrill Lynch and the Program on Information Resources Policy. Mr. Clement is a member of the Board of Directors of Simtrol, Inc. Mr. Clement holds an A.B. from Harvard College and an M.S. from Stanford University.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the election of each of the named nominees to the Board of Directors.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected Grant Thornton LLP as our independent registered public accounting firm, for the fiscal year ending June 30, 2016 and has further directed that management submit the selection of Grant Thornton LLP as our independent registered public accounting firm for ratification by the stockholders at the 2016 Annual Meeting. Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Stockholder ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. However, the Board is submitting the selection of Grant Thornton LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee may reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

Replacement of KPMG LLP as Independent Auditors

In September 2013, the Audit Committee determined that it would solicit proposals for external audit services. On September 27, 2013, KPMG LLP was notified of the Audit Committees decision to dismiss KPMG LLP as the Companys independent auditor. The reports of KPMG LLP on the financial statements of the Company as of and for the fiscal years ended June 30, 2013 and 2012 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty or audit scope, but the 2013 report did contain an indication that the Company did not maintain effective internal control over financial reporting as of June 30, 2013 because of the effect of a material weakness on the achievement of the objectives of the control criteria and contains an explanatory paragraph that stated a material weakness related to the Companys internal control over financial reporting had been identified. Specifically, the Company had controls over the preparation of their cash flow statement, calculation of earnings per share, reconciliation of financial statement footnote disclosures and completeness of financial statement footnote disclosures. These controls did not operate effectively due to a lack of resources with experience in financial reporting.

There were no disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the fiscal years ended June 30, 2013 and 2012 and through October 1, 2013, which disagreements, if not resolved to KPMG LLPs satisfaction, would have caused KPMG LLP to make reference to the subject matter of the disagreement in its report on the Companys financial statements for such years.

There were no reportable events pursuant to Item 304(a)(1)(v) of Regulation S-K under the Exchange Act during the fiscal years ended June 30, 2013 and 2012 and through the date of this proxy statement.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

In accordance with Audit Committee policy, all services provided by Grant Thornton LLP in fiscal 2014 and fiscal 2015 were pre-approved by the Audit Committee. These services may include audit services, audit-related services, tax services and other services. The pre-approval is for a particular defined task or scope of work and is subject to a specific budget. In connection with the pre-approval policy, the Audit Committee considers whether the categories of pre-approved services are consistent with the applicable SEC rules on auditor independence. For the fiscal years ended June 30, 2014 and June 30, 2015, Unwired Planets Audit Committee did not waive the pre-approval requirement of any non-audit services to be provided to us by Grant Thornton LLP.

Audit and Audit Related Fees

Aggregate fees billed by Grant Thornton LLP for fiscal years 2015 and 2014 for professional services rendered to Unwired Planet are presented below (in thousands):

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2016.

PROPOSAL 3

AMENDMENT TO SECOND AMENDED AND RESTATED

2006 STOCK INCENTIVE PLAN

Proposal

On October 23, 2015, the Board approved an amendment to the Companys Second Amended and Restated 2006 Stock Incentive Plan (as amended and restated, the 2006 Plan), subject to stockholder approval, to revise the definition of Change in Control to include the sale, exclusive license or other disposition of the rights held by the Company or a subsidiary of the Company in or to one or more patents that has or have been asserted against one or more parties in any litigation proceeding to which the Company or any of its subsidiaries is currently a party as of December 4, 2015 (the Subject Patents) including but not limited to by way of the sale, transfer or other disposition of a majority of the equity ownership interests of any subsidiary or other entity directly or indirectly controlled by the Company and that owns or otherwise holds any of the Subject Patents. This amendment was designed to ensure that any holder of a grant under the 2006 Plan who is involved in the consideration, negotiation and completion of any potential strategic transactions is neutral as to what form such strategic transaction may take. A copy of the 2006 Plan (as amended) is attached as Annex A to this Proxy Statement and is incorporated herein by reference.

Summary of Material Features of the 2006 Plan

The material features of the 2006 Plan are:

The shares of common stock underlying any awards under the 2006 Plan that (i) expire, are canceled or are otherwise terminated, in whole or in part, without having been exercised or redeemed in full, (ii) are reacquired by the Company prior to vesting or (iii) are repurchased at cost by the Company prior to vesting are added back to the shares of common stock available for issuance under the 2006 Plan. The following shares will not be added back to the shares authorized for issuance under the 2006 Plan: shares tendered in payment of an option, shares withheld by the Company to satisfy a tax withholding obligation and shares purchased by the Company from the proceeds from the exercise of option.

Qualified Performance-Based Compensation under Code Section 162(m)

To ensure that certain awards granted under the 2006 Plan to a Covered Employee (as defined in the Code) qualify as performance-based compensation under Section 162(m) of the Code, the 2006 Plan provides that the Compensation Committee may require that the vesting of such awards be conditioned on the satisfaction of performance criteria that may include any or all of the following: (1) earnings before interest, taxes, depreciation and amortization; (2) net income (loss) (either before or after interest, taxes, depreciation and/or amortization); (3) changes in the market price of the stock; (4) economic value-added; (5) funds from operations or similar measures; (6) sales or revenue; (7) acquisitions or strategic transactions; (8) product development or quality; (9) operating income (loss); (10) cash flow (including, but not limited to, operating cash flow and free cash flow); (11) return on capital, assets, equity, or investment; (12) stockholder returns; (13) return on sales; (14) gross or net profit levels; (15) productivity; (16) expenses; (17) margins; (18) operating efficiency; (19) customer satisfaction; (20) working capital; (21) earnings (loss) per share of common stock; (22) sales or market shares; and (23) number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. The Compensation Committee will select the particular performance criteria within 90 days following the commencement of a performance cycle. Subject to adjustments for stock splits and similar events, the maximum award granted to any one individual that is intended to qualify as performance-based compensation under Section 162(m) of the Code will not exceed 1,500,000 shares of common stock for any performance cycle and options or stock appreciation rights with respect to no more than 1,500,000 shares of common stock may be granted to any one individual during any calendar year period.

Summary of the 2006 Plan

The following description of certain features of the 2006 Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2006 Plan, as amended, that is attached hereto as Annex A .

Plan Administration. The 2006 Plan is administered by the Compensation Committee. The Compensation Committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2006 Plan. The Compensation Committee may delegate to a committee of one or more directors or to a committee of one or more officers of the Company the authority to grant awards to individuals eligible for awards who are not subject to the reporting and other provisions of Section 16 of the Exchange Act and not subject to Section 162(m) of the Code, subject to certain limitations and guidelines.

Eligibility . Persons eligible to participate in the 2006 Plan are those employees and consultants of the Company and its subsidiaries or affiliates as selected from time to time by the Compensation Committee in its discretion. Approximately 27 individuals are currently eligible to participate in the 2006 Plan, which includes two officers, 16 employees who are not officers, and nine consultants.

Plan Limits . The maximum award of stock options or stock appreciation rights granted to any one individual employee will not exceed 1,500,000 shares of common stock (subject to adjustment for stock splits and similar events) for any fiscal year period. If any award of a restricted stock bonus, performance share bonus, restricted stock purchase right, phantom stock units, restricted stock units or performance share units granted to an individual is intended to qualify as performance-based compensation under Section 162(m) of the Code, then the maximum award shall not exceed 1,500,000 shares of common stock (subject to adjustment for stock splits and similar events) to any one such individual in any performance cycle. In addition, no more than 19,000,000 shares may be issued in the form of incentive stock options.

Effect of Awards. For purposes of determining the number of shares of common stock available for issuance under the 2006 Plan, the grant of any full value award, such as a restricted stock bonus, performance share

bonus, restricted stock purchase right, phantom stock units, restricted stock units or performance share units, will be counted as 1.5 shares for each share of common stock actually subject to the award. The grant of any stock option or stock appreciation right will be counted for this purpose as one share from each share of common stock actually subject to the award.

Stock Options. The 2006 Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code, and (2) options that do not so qualify. Options granted under the 2006 Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Non-qualified options may be granted to any persons eligible to receive incentive options and to consultants. The option exercise price of each option will be determined by the Compensation Committee but may not be less than 100% of the fair market value of the common stock on the date of grant unless such option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. Fair market value for this purpose will be the closing price of the shares of common stock on the NASDAQ on the date of grant.

The term of each option will be fixed by the Compensation Committee and may not exceed ten years from the date of grant. The Compensation Committee will determine at what time or times each option may be exercised but options granted under the 2006 Plan will generally vest in equal monthly installments over a three-year period; provided, however, that vesting for options granted to new hires will generally occur as to one-third of the shares underlying the option on the one-year anniversary of the grant date and in equal monthly installments over the subsequent two years. The exercisability of options may be accelerated by the Compensation Committee. In general, unless otherwise permitted by the Compensation Committee, no option granted under the 2006 Plan is transferable by the optionee other than by will or by the laws of descent and distribution or qualified dometic relations order, and options may be exercised during the optionees lifetime only by the optionee.

Upon exercise of options, the option exercise price must be paid in full either in cash, or by check or other instrument acceptable to the Compensation Committee or pursuant to a same day sale program to the extent permitted by law.

To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a participant in any one calendar year.

Stock Appreciation Rights. The Compensation Committee may award stand-alone stock appreciation rights or stapled stock appreciation rights, subject to such conditions and restrictions as the Compensation Committee may determine. Stock appreciation rights entitle the recipient to shares of common stock equal to the value of the appreciation in the stock price over the exercise price. The exercise price may not be less than the fair market value of the common stock on the date of grant.

Restricted Stock Bonuses and Performance Share Bonuses. The Compensation Committee may award restricted stock bonuses and/or performance share bonuses subject to such conditions and restrictions as the Compensation Committee may determine. Restricted stock bonuses and performance share bonuses are grants of shares of common stock not requiring the payment of any monetary consideration by a participant (except as may be required by applicable corporate law). The vesting of restricted stock bonuses may be based on a participants continuous service or the achievement of performance criteria. The vesting of performance share bonuses will always be based on the achievement of performance criteria. Performance share bonuses and performance-vested restricted stock bonuses generally will not fully vest in less than one year.

Restricted Stock Purchase Rights. The Compensation Committee may award restricted stock purchase rights. Restricted stock purchase rights entitle a participant to purchase shares of common stock that are subject

to restrictions determined by the Compensation Committee. The purchase price under each restricted stock purchase right may not be less than the fair market value of the common stock on the date of grant. The purchase price must be paid in full either in cash, or by check or, at the direction of the Board, according to deferred payment or other similar arrangement to the extent permitted by law.

Phantom Stock Units. The Compensation Committee may award phantom stock units to participants. A phantom stock unit is the right to receive the value of one share of common stock, redeemable upon terms and conditions set by the Compensation Committee. Phantom stock units that vest based on continuous service, will not fully vest in less than three years, but the vesting of such phantom stock units may be subject to acceleration upon the achievement of performance criteria, as determined by the Compensation Committee. Phantom stock units may be paid in shares of common stock, cash or a combination thereof in the Compensation Committees discretion at the time of vesting.

Restricted Stock Units and Performance Share Units. The Compensation Committee may award restricted stock units and/or performance share units, both of which entitle a participant to receive the value of one share of common stock per unit at the time the unit vests and may be subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period.

Change of Control Provisions. The 2006 Plan provides that, in the event of a change in control (as defined in the 2006 Plan) other than a dissolution or liquidation of the Company, the Board or the board of directors of any surviving entity or acquiring entity may provide or require that the surviving or acquiring entity (a) assume or continue all or any part of the awards outstanding under the 2006 Plan or (b) substitute substantially equivalent awards for those outstanding under the 2006 Plan. If the outstanding awards will not be so continued, assumed, or substituted, then with respect to awards held by participants whose continuous service has not terminated, the Board in its discretion may (1) provide for payment of a cash amount in exchange for the cancellation of awards equal to the excess, if any, of the fair market value per share of common stock over the exercise or redemption price, if any multiplied by the total number of shares of common stock subject to such award, (2) continue the awards or (3) terminate the stock awards upon the consummation of the change in control, but only if participants have been permitted to exercise or redeem any portion of (including at the discretion of the Board, any unvested portion of) any option, stock appreciation right, phantom stock unit, restricted stock unit or performance share unit at or prior to the change in control. In the event of a change in control involving dissolution or liquidation of the Company, all outstanding stock awards will terminate immediately prior to such dissolution or liquidation.

The proposed amendment to the 2006 Plan expands the definition of Change in Control to include the sale, exclusive license or other disposition of the rights held by the Company or a subsidiary of the Company in or to one or more patents that has or have been asserted against one or more parties in any litigation proceeding to which the Company or any of its subsidiaries is currently a party as of December 4, 2015 (the Subject Patents) including but not limited to by way of the sale, transfer or other disposition of a majority of the equity ownership interests of any subsidiary or other entity directly or indirectly controlled by the Company and that owns or otherwise holds any of the Subject Patents.

Adjustments for Stock Dividends, Stock Splits, Etc. The 2006 Plan requires the Compensation Committee to make appropriate adjustments to the number of shares of common stock that are subject to the 2006 Plan, to certain limits in the 2006 Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary dividends and similar events.

Tax Withholding. Participants in the 2006 Plan are responsible for the payment of any federal, state or local taxes that the Company is required by law to withhold upon the exercise of options or stock appreciation rights or vesting or settlement of other awards. Participants may elect to have the minimum tax withholding obligations satisfied by authorizing the Company to withhold shares of common stock to be issued pursuant to the exercise or vesting of an award or by delivering other shares to the Company.

Amendments and Termination. The Board may amend, suspend or terminate the 2006 Plan in any respect and at any time, subject to stockholder approval, if such approval is required by applicable law or stock exchange rules. Amendments shall also be subject to approval by our stockholders if and to the extent determined by the Compensation Committee to be required by the Code to preserve the qualified status of incentive options or to ensure that compensation earned under the 2006 Plan qualifies as performance-based compensation under Section 162(m) of the Code. Any amendment or termination of the 2006 Plan will not materially impair the rights of any participant with respect to any awards already granted to such participant without such participants consent. The Board may not reprice outstanding options or stock appreciation rights, by amendment or by cancellation and regrant (of a new award or cash), without stockholder approval.

Effective Date of the 2006 Plan. The Board originally adopted the 2006 Plan in 2006 and approved the second amendment and restatement of the 2006 Plan on September 13, 2013. The proposed amendment was approved by the Board on October 23, 2015. The proposed amendment of the 2006 Plan becomes effective on the date it is approved by stockholders. No awards may be granted under the 2006 Plan after the date that is ten years from the date of most recent stockholder approval. If the proposed amendment of the 2006 Plan is not approved by stockholders, the 2006 Plan will continue in effect until it expires, and awards may be granted thereunder, in accordance with its terms.

New Plan Benefits

Because the grant of awards under the 2006 Plan is within the discretion of the Compensation Committee, we cannot determine the dollar value or number of shares of common stock that will in the future be received by or allocated to any participant in the 2006 Plan. Accordingly, in lieu of providing information regarding benefits that will be received under the 2006 Plan, the following table provides information concerning the benefits that were received by the following persons and groups for the fiscal year ended June 30, 2015: each named executive officer; all current executive officers, as a group; all current directors who are not executive officers, as a group; and all employees who are not executive officers, as a group.

Tax Aspects Under the Code

The following is a summary of the principal federal income tax consequences of certain transactions under the 2006 Plan. It does not describe all federal tax consequences under the 2006 Plan, nor does it describe state or local tax consequences.

Incentive Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive option. If shares of common stock issued to an optionee pursuant to the exercise of an incentive option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then (i) upon sale of such shares, any amount realized in excess of the option price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) the Company will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If shares of common stock acquired upon the exercise of an incentive option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a disqualifying disposition), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of common stock at exercise (or, if less, the amount realized on a sale of such shares of common stock) over the option price thereof and (ii) the Company will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive option is paid by tendering shares of common stock.

If an incentive option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

Non-Qualified Options. No income is realized by the optionee at the time the option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option price and the fair market value of the shares of common stock on the date of exercise, and the Company receives a tax deduction for the same amount and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of common stock have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares of common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

Other Awards. The Company generally will be entitled to a tax deduction in connection with an award under the 2006 Plan in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize such tax at the time that an award is exercised, vests or becomes non-forfeitable, unless the award provides for a further deferral.

Parachute Payments. The vesting of any portion of an option or other award that is accelerated due to the occurrence of a change in control may cause a portion of the payments with respect to such accelerated awards to be treated as parachute payments, as defined in the Code. Any such parachute payments may be non-deductible to the Company, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Limitation on Deductions. Under Section 162(m) of the Code, the Companys deduction for certain awards under the 2006 Plan may be limited to the extent that the Principal Executive Officer or other executive officer whose compensation is required to be reported in the summary compensation table (other than the Principal

Financial Officer) receives compensation in excess of $1 million a year (other than performance-based compensation that otherwise meets the requirements of Section 162(m) of the Code). The 2006 Plan is structured to allow certain awards to qualify as performance-based compensation.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the adoption of the amendment of the Amended and Restated 2006 Stock Incentive Plan.

PROPOSALS 4 AND 5

BACKGROUND

The Board is recommending that the stockholders approve amendments to the Companys certificate of incorporation to (i) effect a reverse stock split of the Companys outstanding shares of common stock at a ratio up to one-for-twenty (1:20) (the Reverse Stock Split) and (ii) make the corresponding reduction (based on the Reverse Stock Split ratio selected by our Board of Directors) in the number of authorized shares of common stock from 1,000,000,000 to no fewer than 250,000,000 (on a post-split basis) or such other number of authorized shares, depending on the exact split ratio chosen by the Board or a committee of the Board (the Authorized Share Reduction, if and when the Reverse Stock Split is effected). If these proposals are approved, the Board or a committee of the Board will have the authority to decide whether to implement the Reverse Stock Split, and if it decides to do so, the authority to set a specific ratio within the authorized range of up to 1:20. If the Board decides to implement the Reverse Stock Split, it will become effective upon the filing of the amendment to the Companys Certificate of Incorporation with the Secretary of State of the State of Delaware (the Effective Date). If the Reverse Stock Split is implemented, the number of issued and outstanding shares of common stock would be reduced in accordance with the Reverse Stock Split ratio noted above, and the total number of authorized shares of common stock after the Reverse Stock Split would be reduced to no fewer than 250,000,000 (on a post-split basis) or such other number of authorized shares, depending on the exact split ratio chosen by the Board or a committee of the Board, as outlined in Proposal 5. The form of amendment to the Companys Certificate of Incorporation to effect the Reverse Stock Split and Authorized Share Reduction is attached as Annex B to this Proxy Statement and incorporated herein by reference.

Purpose and Background of the Reverse Stock Split and Authorized Share Reduction

The Boards primary objectives in proposing the Reverse Stock Split and Authorized Share Reduction are to raise the per share trading price of our common stock and to decrease the number of shares of our authorized but unissued common stock. The Board believes that the Reverse Stock Split and Authorized Share Reduction would, among other things, (i) enable the Company to maintain the listing of its common stock on The NASDAQ Global Select Market immediately after the Reverse Stock Split occurs, and for the foreseeable future, (ii) facilitate higher levels of institutional stock ownership, where investment policies generally prohibit investments in lower-priced securities and (iii) better enable the Company to raise funds to finance its planned operations.

The Companys common stock is listed on The NASDAQ Global Select Market. On March 4, 2015, the Company received a letter from The NASDAQ Stock Market LLC (NASDAQ) advising that for the previous 30 consecutive business days, the bid price of the Companys common stock had closed below the minimum $1.00 per share requirement for continued inclusion on The NASDAQ Global Select Market pursuant to NASDAQ Marketplace Rule 4450(a)(5). This notification had no immediate effect on the listing of the common stock. NASDAQ stated in its letter that in accordance with NASDAQ Marketplace Rule 4450(e)(2), the Company was provided 180 calendar days, or until August 31, 2015, to regain compliance with the minimum bid price requirement. The NASDAQ letter also stated that if, at any time before August 31, 2015, the bid price of the common stock closed at $1.00 per share or more for a minimum of 10 consecutive business days, the NASDAQ staff would provide the Company with written notification that it has achieved compliance with the minimum bid price requirement.

The Company has not regained compliance with the minimum bid price requirement, and on September 2, 2015, the Company received a written notification from the NASDAQ staff that its common stock will be delisted from the NASDAQ Global Select Market. The Company has appealed the delisting determination to a NASDAQ Listings Qualifications Panel pursuant to applicable NASDAQ rules. The hearing for the appeal has been set for October 29, 2015.

If we fail to successfully appeal the NASDAQ staffs determination, NASDAQ would delist our stock, in which case we would list our stock on the over-the-counter exchange. If our stock is listed on the over-the-counter exchange it may become more thinly traded, making it more difficult for stockholders to sell large blocks of shares and our share price may experience greater volatility. As an over-the-counter listed company we may also find it more difficult to attract analyst coverage, which may result in a lower trading multiple for the stock.

The closing sale price of the Companys common stock on October 6, 2015 was $0.75 per share. The Board has considered the potential harm to the Company of a delisting from The NASDAQ Global Select Market and believes that the Reverse Stock Split would help the Company regain compliance with NASDAQs minimum bid price listing standard.

The Board further believes that an increased stock price may encourage investor interest and improve the marketability of the Companys common stock to a broader range of investors, and thus improve liquidity. Because of the trading volatility often associated with low-priced stocks, many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. The Board also believes that the anticipated higher market price resulting from the Reverse Stock Split would make it more likely that institutional investors and brokerage firms with policies and practices such as those described above would invest in the Companys common stock.

Furthermore, the Board believes that the Reverse Stock Split would facilitate the Companys efforts to raise capital to fund its planned operations. As previously disclosed in the Companys periodic reports filed with the SEC, the Company will need to raise additional capital and may elect to do so through the issuance of equity securities. The Reverse Stock Split and Authorized Share Reduction would reduce the number of shares of authorized common stock by a smaller percentage than it reduces the total number of shares of common stock outstanding. As a result, the Company would have a larger number of authorized but unissued shares from which to issue additional shares of common stock, or securities convertible or exercisable into shares of common stock, in equity financing transactions. Currently, except as contemplated by its existing stock option plans and employee stock purchase plan, the Company has no agreements, plans, arrangements or understandings, written or oral, relating to the issuance of any of the additional shares of common stock to be authorized upon the approval of this proposal.

The purpose of seeking stockholder approval of a range of exchange ratios up to 1:20 (rather than a fixed exchange ratio) is to provide the Company with the flexibility to achieve the desired results of the Reverse Stock Split. If the stockholders approve this proposal, the Board or a committee of the Board would effect the Reverse Stock Split only upon the Board or committees determination that it would be in the best interests of the Company at that time. If the Board were to effect the Reverse Stock Split, the Board would set the timing for such a split and select the specific ratio within the range up to 1:20. No further action on the part of stockholders would be required to either implement or abandon the Reverse Stock Split. If the stockholders approve this proposal, and the Board or a committee of the Board determines to effect the Reverse Stock Split, we would communicate to the public prior to the Effective Date additional details regarding the Reverse Stock Split, including the specific ratio selected by the Board or committee thereof. If the Reverse Stock Split (Proposal 4) is not approved by the stockholders, the Board will not proceed with the Authorized Share Reduction. The Board reserves its right to elect not to proceed with the Reverse Stock Split if it determines, in its sole discretion, that this proposal is no longer in the best interests of the Company.

PROPOSAL 4

REVERSE STOCK SPLIT

For the reasons described above under Proposals 4 and 5 Background, the Board of Directors recommends that the stockholders adopt the amendment to the Companys Amended and Restated Certificate of Incorporation, as amended, to effect the Reverse Stock Split.

Material Effects of Proposed Reverse Stock Split

The Board believes that the Reverse Stock Split will increase the per-share price level of the Companys common stock on a sustained basis in order to, among other things, regain compliance with The NASDAQ Global Select Markets minimum bid price listing standard and generate interest in the Company among investors. The Board cannot predict, however, the effect of the Reverse Stock Split upon the market price for the common stock, and the history of similar reverse stock splits for companies in like circumstances is varied. The market price per share of common stock after the Reverse Stock Split may not rise in proportion to the reduction in the number of shares of common stock outstanding resulting from the reverse split, which would reduce the market capitalization of the Company. The market price per post- reverse split share may not remain in excess of the $1.00 minimum bid price as required by The NASDAQ Global Select Market, or the Company may not otherwise meet the additional requirements for continued listing on The NASDAQ Global Select Market. The market price of the common stock may also be based on our performance and other factors, the effect of which the Board cannot predict.

The Reverse Stock Split will affect all stockholders of the Company uniformly and will not affect any stockholders percentage ownership interests or proportionate voting power, except to the extent that the Reverse Stock Split results in any of stockholders owning a fractional share. In lieu of issuing fractional shares, the Company will make arrangements with the Transfer Agent to aggregate all fractional shares otherwise issuable in the Reverse Stock Split and sell these whole shares as soon as possible after the Effective Date at then prevailing market prices on the open market on behalf of those holders, and then pay each such holder his, her or its pro rata portion of the sale proceeds.

The principal effects of the Reverse Stock Split will be that (i) the number of shares of common stock issued and outstanding will be reduced from 112,809,935 shares as of October 6, 2015 to no fewer than 250,000,000 (on a post-split basis) or such other number of authorized shares, depending on the exact split ratio chosen by the Board or a committee of the Board, (ii) all outstanding options entitling the holders thereof to purchase shares of common stock will enable such holders to purchase, upon exercise of their options, up to one-twentieth of the number of shares of common stock which such holders would have been able to purchase upon exercise of their options immediately preceding the Reverse Stock Split, at an exercise price equal to the ratio of the Reverse Stock Split times the exercise price specified before the reverse split, resulting in the same aggregate price being required to be paid upon exercise thereof immediately preceding the reverse split, (iii) the number of shares reserved for issuance pursuant to the Companys Second Amended and Restated 2006 Stock Incentive Plan, Second Amended and Restated 1999 Directors Equity Compensation Plan and 1999 Employee Stock Purchase Plan will be reduced to up to one-twentieth of the number of shares currently included in each such plan, and (iv) all restricted stock units (RSUs) and unvested restricted stock awards (RSAs) would be adjusted proportionally such that the number of common shares issuable upon vesting of RSUs or RSAs, as applicable, would be reduced based on the Reverse Stock Split ratio, subject to our treatment of fractional shares, in the case of RSAs.

The Reverse Stock Split will not affect the par value of the common stock. As a result, on the Effective Date of the Reverse Stock Split, the stated capital on the Companys balance sheet attributable to the common stock will be reduced to as little as one-twentieth of its present amount and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per share net income or loss and net book value of the common stock will be retroactively increased for each period because there will be fewer shares of common stock outstanding.

The amendment will not change the terms of the common stock. After the Reverse Stock Split, the shares of common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the common stock now authorized. Each stockholders percentage ownership of the new common stock will not be altered except for the effect of eliminating fractional shares. The common stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split is not intended as, and will not have the effect of, a going private transaction covered by Rule 13e-3 under the Securities Exchange Act of 1934. Following the Reverse Stock Split, the Company will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.

The Reverse Stock Split will not change the number of authorized shares of the Companys preferred stock or the terms of the preferred stock.

Because the Company will reduce the number of authorized shares of common stock by a smaller percentage than the Reverse Stock Split, the overall effect will be an increase in authorized but unissued shares of common stock as a result of the Reverse Stock Split. These shares may be issued at the Boards discretion. Any future issuances will have the effect of diluting the percentage of stock ownership and voting rights of the present holders of common stock. If the Reverse Stock Split is not approved, the Company may be unable to raise additional capital or regain compliance with the NASDAQ minimum bid price requirement. For additional information on the relationship between the Reverse Stock Split and the Authorized Share Reduction, please see Proposal 5 Authorized Share Reduction.

The Reverse Stock Split may result in some stockholders owning odd-lots of less than 100 shares of our common stock. Odd lots may be more difficult to sell, and brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in round-lots of even multiples of 100 shares.

Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates

If approved by the Companys stockholders, the Reverse Stock Split would become effective at such time as the amendment to the Companys Amended and Restated Certificate of Incorporation, as amended, the form of which is attached as Annex B to this Proxy Statement, is filed with the Secretary of State of the State of Delaware. Upon the filing of the amendment, all of the Companys existing common stock will be converted into new common stock as set forth in the amendment.

As soon as practicable after the Effective Date, stockholders will be notified that the Reverse Stock Split has been effected. The Transfer Agent will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-reverse split shares will be asked to surrender to the exchange agent certificates representing pre-reverse split shares in exchange for certificates representing post-reverse split shares in accordance with the procedures to be set forth in a letter of transmittal that will be delivered to the Companys stockholders. No new certificates will be issued to a stockholder until the stockholder has surrendered to the exchange agent his, her or its outstanding certificate(s) together with the properly completed and executed letter of transmittal. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO SO. Stockholders whose shares are held by their stockbroker do not need to submit old share certificates for exchange. These shares will automatically reflect the new quantity of shares based on the reverse split. Beginning on the Effective Date, each certificate representing pre-reverse split shares will be deemed for all corporate purposes to evidence ownership of post-reverse split shares.

Fractional Shares

No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Our Transfer Agent will aggregate fractional shares into whole shares of our common stock and will sell them in the open

market at prevailing prices on behalf of holders who otherwise would be entitled to receive fractional share interests. Such persons will then receive a cash payment for the amount of their allocable share of the total sale proceeds. The amount of such payment will depend on the prices at which the aggregated fractional shares are sold by the Transfer Agent in the open market shortly after the Effective Date. The amount of such payment will depend on the prices at which the aggregated fractional shares are sold by the Transfer Agent in the open market shortly after the Effective Date. Stockholders who, as a result of the Reverse Stock Split, hold fewer than one (1) share of our common stock would receive cash for all their shares held before the Reverse Stock Split and would cease to be stockholders of the Company following the Reverse Stock Split. Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where we are domiciled and where the funds will be deposited, amounts due for fractional interests that are not timely claimed after the Effective Date may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state or jurisdiction to which they were paid. The Company will not be purchasing the fractional shares but rather the Transfer Agent will be aggregating all fractional shares and selling those shares in the public market on behalf of our affected stockholders. The Company will pay the administration expenses of the Transfer Agent.

Criteria to be Used for Decision to Apply the Reverse Stock Split

If the stockholders approve the Reverse Stock Split, the Board or a committee of the Board will be authorized to proceed with the Reverse Stock Split. In determining whether to proceed with the Reverse Stock Split, the Board or committee will consider a number of factors, including market conditions, existing and expected trading prices of the Companys common stock, The NASDAQ Global Select Market listing requirements, the Companys additional funding requirements and the amount of the Companys authorized but unissued common stock.

No Dissenters Rights

Under the Delaware General Corporation Law, stockholders will not be entitled to dissenters rights with respect to the proposed amendment to the Companys Amended and Restated Certificate of Incorporation, as amended, to effect the Reverse Stock Split, and the Company does not intend to independently provide stockholders with any such right.

Effect of the Reverse Stock Split on Employee Plans, Options, RSUs and RSAs

Based upon the Reverse Stock Split ratio, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options to purchase shares of our common stock. This would result in approximately the same aggregate price being required to be paid under such options, and approximately the same value of shares of common stock being delivered upon such exercise, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares deliverable upon settlement or vesting of RSUs and RSAs will be similarly adjusted, subject to our treatment of fractional shares, in the case of RSAs. The number of shares reserved for issuance pursuant to these securities will be proportionately based upon the Reverse Stock Split ratio.

Accounting Consequences

The Reverse Stock Split will not affect total stockholders equity on the Companys balance sheet. However, because the par value of our common stock will not change, the components that make up total stockholders equity (stated capital and additional paid-in capital) will change by offsetting amounts. The stated capital component will be reduced to an amount as little as one-twentieth (1/20) of its present amount, and the additional paid-in capital component will be increased by the amount by which the stated capital is reduced. The per share common stock net loss and net book value and dividends per share of common stock, if declared in the

future, will be higher because there would be fewer shares of common stock outstanding. Basic earnings per share data will be retroactively adjusted for changes for all prior periods presented. As described above under Material Effects of Proposed Reverse Stock Split and Authorized Share Reduction, the per share exercise price of outstanding option awards would increase proportionately, and the number of shares of the common stock issuable upon the exercise of outstanding options would decrease proportionately, in each case based on the Reverse Stock Split ratio. The Company does not anticipate that any other accounting consequences would arise as a result of the Reverse Stock Split.

Certain U.S. Federal Income Tax Considerations Applicable to the Reverse Stock Split

The following is a summary of certain U.S. federal income tax considerations applicable to the Reverse Stock Split as of the date hereof. This summary deals only with a stockholder who holds common stock as a capital asset.

For purposes of this summary, a U.S. holder means a beneficial owner of common stock who is any of the following for U.S. federal income tax purposes: (i) a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (1) its administration is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all of its substantial decisions, or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. A non-U.S. holder of common stock is a stockholder who is not a U.S. holder.

This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the Code), and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively and may be subject to differing interpretations, so as to result in U.S. federal income tax considerations different from those summarized below. This summary does not represent a detailed description of the U.S. federal income tax consequences to a stockholder in light of his, her or its particular circumstances. In addition, it does not represent a description of the U.S. federal income tax consequences to a stockholder who is subject to special treatment under the U.S. federal income tax laws and does not address the tax considerations applicable to stockholders who may be subject to special tax rules, such as:

Moreover, this description does not address the U.S. federal estate and gift tax, alternative minimum tax or other tax consequences of the Reverse Stock Split.

If an entity classified as a partnership for U.S. federal income tax purposes holds common stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership.

Each stockholder should consult his, her or its own tax advisers concerning the particular U.S. federal tax consequences of the Reverse Stock Split, as well as the consequences arising under the laws of any other taxing jurisdiction, including any state, local or foreign income tax consequences.

U.S. Holders . Generally, a reverse stock split will not result in the recognition of gain or loss by a U.S. holder for U.S. federal income tax purposes (except to the extent of cash received in lieu of a fractional share). The aggregate adjusted basis of the new shares of common stock will be the same as the aggregate adjusted basis of the common stock exchanged for such new shares, reduced by the amount of the adjusted basis of any common stock exchanged for such new shares that is allocated to the fractional share for which cash is received. The holding period of the new, post-reverse split shares of the common stock resulting from implementation of the Reverse Stock Split will include a U.S. holders holding periods for the pre-reverse split shares. A stockholder who receives cash in lieu of a fractional share of new common stock generally will recognize taxable gain or loss equal to the difference, if any, between the amount of cash received and the portion of the stockholders aggregate adjusted tax basis in the shares of old common stock allocated to the fractional share. Gain or loss resulting from the payment of cash in lieu of the issuance of a fractional share will be taxed as capital gain or loss. Such capital gain or loss will be short term if the pre-reverse split shares were held for one year or less and long term if held more than one year.

Non-U.S. Holders . Generally, a reverse stock split will not result in the recognition of gain or loss by a non-U.S. holder. In addition, a non-U.S. holder of the Companys common stock generally will not be subject to U.S. federal income tax with respect to any gain recognized as a result of cash received in lieu of a fractional share in connection with the Reverse Stock Split; provided, however, that gain will be subject to tax if (i) the gain is effectively connected with a trade or business of the non-U.S. holder in the U.S. (in which case, for a non-U.S. holder that is a foreign corporation, the branch profits tax may also apply), and, where a tax treaty applies, is attributable to a U.S. permanent establishment of the non-U.S. holder, (ii) the gain is recognized by a non-U.S. holder who is present in the United States for 183 or more days in the taxable year of the Reverse Stock Split and certain other conditions are met, or (iii) the Company is or has been a U.S. real property holding corporation for U.S. federal income tax purposes. The Company believes it currently is not and it does not anticipate becoming, a U.S. real property holding corporation for U.S. federal income tax purposes.

Information Reporting and Backup Withholding . Payment of cash in lieu of fractional shares within the United States or conducted through certain U.S. related financial intermediaries is subject to both backup withholding and information reporting unless the beneficial owner certifies under penalties of perjury that it is not a U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a U.S. holder) or the stockholder otherwise establishes an exemption. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against such stockholders U.S. federal income tax liability provided the required information is furnished to the Internal Revenue Service.

Interests of Certain Persons in the Proposal

Certain of our officers and directors have an interest in this proposal as a result of their ownership of shares of our Common Stock, as set forth in the section entitled Security Ownership of Management, Directors and Principal Holders below. However, we do not believe that our officers or directors have interests in this proposal that are different from or greater than those of any other of our stockholders.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the amendment to the Companys Amended and Restated Certificate of Incorporation, as amended, to effect the Reverse Stock Split of the Companys common stock at ratio up to one-for-twenty (1:20), such ratio to be determined in the discretion of our Board of Directors.

PROPOSAL 5

AUTHORIZED SHARE REDUCTION

For the reasons described above under Proposals 4 and 5 Background, the Board of Directors recommends that the stockholders adopt the amendment to the Companys Amended and Restated Certificate of Incorporation, as amended, to effect the Authorized Share Reduction.

The principal effect of the Authorized Share Reduction will be the number of authorized shares of the Companys common stock will be reduced from 1,000,000,000 to no fewer than 250,000,000 (on a post-split basis) or such other number of authorized shares, depending on the exact split ratio chosen by the Board or a committee of the Board, if and when the Reverse Stock Split is effected. The Authorized Share Reduction will not change the number of authorized shares of the Companys preferred stock or the terms of the preferred stock, and will not affect the par value of the Companys common stock.

The table below shows (i) the number of authorized shares of common stock, (ii) the number of shares of common stock reserved for issuance, (iii) the number of issued and outstanding shares of common stock and (iv) the number of authorized but unissued shares of common stock that will result from the various hypothetical reverse stock split ratios within the range of the Reverse Stock Split (without giving effect to treatment of fractional shares):

The actual number of shares outstanding after giving effect to the Reverse Stock Split, if implemented, will depend on the reverse stock split ratio that is ultimately determined by the Board. The table below shows how the reverse stock split ratio will determine the Authorized Share Reduction:

If approved by the Companys stockholders, the Authorized Share Reduction would become effective at such time as the amendment to the Companys Amended and Restated Certificate of Incorporation, as amended, the form of which is attached as Annex B to this Proxy Statement, is filed with the Secretary of State of the State of Delaware. The Board of Directors plans to implement the Reverse Split and file the Reverse Split amendment and the Authorized Share Reduction amendment, but it is in the sole discretion of the Board as to whether to implement either action. The Board of Directors intends to proceed with the Authorized Share Reduction amendment only if and when the Reverse Stock Split is effected.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the amendment to the Companys Amended and Restated Certificate of Incorporation, as amended, to make the Authorized Share Reduction in the Companys common stock from 1,000,000,000 to no fewer than 250,000,000 (on a post-split basis) or such other number of authorized shares, depending on the exact split ratio chosen by the Board or a committee of the Board, if and when the Reverse Stock Split is effected.

PROPOSALS 6 AND 7 BACKGROUND

We have experienced and continue to experience substantial operating losses, and under the Internal Revenue Code of 1986, as amended (the Code), we may be able to use those losses in certain circumstances to offset current and future earnings and reduce our federal income tax liability. We believe that we will be able to carry forward our net operating losses (NOLs) to use against future income and that these NOLs could be a substantial asset to us.

As of June 30, 2015, we had NOL carryforwards for U.S. federal and state income tax purposes of approximately $1.69 billion and $290.0 million, respectively.

Our ability to use our NOLs and built in losses would be limited if there was an ownership change under Section 382 of the Code. Moreover, the amount and timing of our future taxable income, if any, cannot be accurately predicted, and we cannot estimate the exact amount of NOLs that may ultimately be usable or used to reduce our income tax liability. Although we are unable to quantify an exact value, we believe the NOLs are a very valuable asset, and our Board believes it is in our stockholders best interests to attempt to deter the imposition of additional limitations on their use.

Generally, an ownership change can occur through one or more acquisitions by which one or more stockholders, each of whom owns or is deemed to own directly, indirectly or constructively 5% or more in value of a corporations stock, increase their aggregate percentage ownership by more than 50 percentage points over the lowest percentage of stock owned by such stockholders at any time during the preceding rolling three-year period. The amount of the increase in the percentage of stock ownership (measured as a percentage of the value of our outstanding shares rather than voting power) of each 5% stockholder is computed separately, and each such increase is then added together with any other such increases to determine whether an ownership change has occurred.

In an effort to preserve our substantial tax assets associated with NOLs and built-in losses under Section 382 of the Code, on January 20, 2015, the Board adopted the Tax Benefits Preservation Agreement, dated as of January 20, 2015 (the Rights Plan), between the us and the Transfer Agent to replace the Companys existing Tax Benefits Preservation Agreement, which expired on January 29, 2015 (the Expired Rights Plan). The Rights Plan is substantially the same as the Expired Rights Plan, which was approved by the stockholders at the Companys Annual Meeting in 2013. The Rights Plan was not adopted by the Board in response to, or in anticipation of, any specific takeover bid or proposal. The Rights Plan could be deemed to deter possible acquisition of the Company, and thus in accordance with good corporate governance practices, the Board is submitting the Rights Plan to stockholders for their approval under Proposal 6.

After careful consideration, the Board believes the most effective way to preserve the benefits of our NOLs for long-term stockholder value is to adopt both the amendment to the Unwired Planet, Inc. Amended and Restated Certificate of Incorporation, as amended (the Protective Amendment) and the Rights Plan. The Protective Amendment, which is designed to block transfers of our common stock that could result in an ownership change, is described below under Proposal 6, and its full terms can be found in the accompanying Annex C . The Rights Plan, pursuant to which we have issued certain stock purchase rights with terms designed to deter transfers of our common stock that could result in an ownership change, is described below under Proposal 5, and its full terms can be found in the accompanying Annex D .

The Board of Directors urges stockholders to read carefully each proposal, the items discussed below under the heading Certain Considerations Related to the Protective Amendment and the Rights Plan and the full terms of both the Protective Amendment and the Rights Plan. While the Board unanimously supports both measures, the Protective Amendment requires stockholder adoption to be put into effect, and the Rights Plan requires stockholder approval to remain effective. Failure to obtain stockholder approval will result in expiration of the Rights Plan.

It is important to note that neither measure offers a complete solution, and an ownership change may occur even if the Protective Amendment is adopted and the Rights Plan is approved. In addition, the Board of Directors will have the discretion to approve a transfer of our common stock that would otherwise violate the transfer restrictions set forth in the Rights Plan and the Protective Amendment. Further, there are limitations on the enforceability of the Protective Amendment against stockholders who do not vote to adopt it that may allow an ownership change to occur, and the Rights Plan may deter, but ultimately cannot block, all transfers of our common stock that might result in an ownership change. The limitations of these measures are described in more detail below. Because of their individual limitations, the Board of Directors believes that both measures are needed and that they will serve as important tools to help prevent an ownership change that could substantially reduce or eliminate the significant long-term potential benefits of our NOLs. Accordingly, the Board strongly recommends that stockholders adopt the Protective Amendment and approve the Rights Plan.

PROPOSAL 6

ADOPTION OF THE PROTECTIVE AMENDMENT

For the reasons discussed above under Proposals 6 and 7 Background, the Board of Directors recommends that stockholders adopt the Protective Amendment to the Unwired Planet, Inc. Amended and Restated Certificate of Incorporation, as amended. The Protective Amendment is designed to prevent certain transfers of our common stock that could result in an ownership change under Section 382 and, therefore, materially inhibit our ability to use our NOLs to reduce our future income tax liability. The Board of Directors believes it is in our stockholders best interests to adopt the Protective Amendment to help avoid this result.

The purpose of the Protective Amendment is to assist us in protecting long-term value to the Company of its accumulated NOLs by limiting direct or indirect transfers of our common stock that could affect the percentage of stock that is treated as being owned by a holder of 4.99% of our stock. In addition, the Protective Amendment includes a mechanism to block the impact of such transfers while allowing purchasers to receive their money back from prohibited purchases. In order to implement these transfer restrictions, the Protective Amendment must be adopted. The Board of Directors has adopted resolutions approving and declaring the advisability of amending our Certificate of Incorporation as described below and as provided in the accompanying Annex C , subject to stockholder adoption. In addition, the Board of Directors will have the discretion to approve a transfer of our common stock that would otherwise violate the transfer restrictions if it determines that the transfer is in our stockholders best interests.

Description of the Protective Amendment

The following description of the Protective Amendment is qualified in its entirety by reference to the full text of the Protective Amendment, which is contained in a proposed new Article XIV of our Certificate of Incorporation and can be found in the accompanying Annex C . Please read the Protective Amendment in its entirety as the discussion below is only a summary.

Prohibited Transfers. The Protective Amendment generally will restrict any direct or indirect transfer (such as transfers of our stock that result from the transfer of interests in other entities that own our stock) if the effect would be to:

Person means any individual, firm, corporation or other legal entity, including persons treated as an entity pursuant to Treasury Regulation § 1.382-3(a)(1)(i), and includes any successor (by merger or otherwise) of such entity.

Restricted transfers include sales to Persons whose resulting percentage ownership (direct or indirect) of our common stock would exceed the 4.99% thresholds discussed above or to Persons whose direct or indirect ownership of our common stock would by attribution cause another Person to exceed such threshold. Complicated common stock ownership rules prescribed by the Code (and regulations issued thereunder) will apply in determining whether a Person is a 4.99% stockholder under the Protective Amendment. A transfer from one member of a public group (as that term is defined under Section 382) to another member of the same public group does not increase the percentage of our common stock owned directly or indirectly by the public group, and, therefore, such transfers are not restricted. For purposes of determining the existence and identity of, and the amount of our common stock owned by, any stockholder, we will be entitled to rely on the existence or absence of certain public securities filings as of any date, subject to our actual knowledge of the ownership of our

common stock. The Protective Amendment includes the right to require a proposed transferee, as a condition to registration of a transfer of our common stock, to provide all information reasonably requested regarding such persons direct and indirect ownership of our common stock.

These transfer restrictions may result in the delay or refusal of certain requested transfers of our common stock or may prohibit ownership (thus requiring dispositions) of our common stock due to a change in the relationship between two or more persons or entities or to a transfer of an interest in an entity other than us that, directly or indirectly, owns our common stock. The transfer restrictions will also apply to proscribe the creation or transfer of certain options (which are broadly defined by Section 382) with respect to our common stock to the extent that, in certain circumstances, the creation, transfer or exercise of the option could result in a proscribed level of ownership.

Consequences of Prohibited Transfers. Upon adoption of the Protective Amendment, any direct or indirect transfer attempted in violation of the Protective Amendment would be void as of the date of the prohibited transfer as to the purported transferee (or, in the case of an indirect transfer, the ownership of the direct owner of our common stock would terminate simultaneously with the transfer), and the purported transferee (or in the case of any indirect transfer, the direct owner) would not be recognized as the owner of the shares owned in violation of the Protective Amendment for any purpose, including for purposes of voting and receiving dividends or other distributions in respect of such common stock, or in the case of options, receiving our common stock in respect of their exercise. In this Proxy Statement, our common stock purportedly acquired in violation of the Protective Amendment is referred to as excess stock.

In addition to a prohibited transfer being void as of the date it is attempted, upon demand, the purported transferee must transfer the excess stock to our agent along with any dividends or other distributions paid with respect to such excess stock. Our agent is required to sell such excess stock in an arms-length transaction (or series of transactions) that would not constitute a violation under the Protective Amendment. The net proceeds of the sale, together with any other distributions with respect to such excess stock received by our agent, after deduction of all costs incurred by the agent, will be distributed first to the purported transferee in an amount, if any, up to the cost (or in the case of gift, inheritance or similar transfer, the fair market value of the excess stock on the date of the prohibited transfer) incurred by the purported transferee to acquire such excess stock, and the balance of the proceeds, if any, will be distributed to a charitable beneficiary. If the excess stock is sold by the purported transferee, such person will be treated as having sold the excess stock on behalf of the agent and will be required to remit all proceeds to our agent (except to the extent we grant written permission to the purported transferee to retain an amount not to exceed the amount such person otherwise would have been entitled to retain had our agent sold such shares).

To the extent permitted by law, any stockholder who knowingly violates the Protective Amendment will be liable for any and all damages we suffer as a result of such violation, including damages resulting from any limitation in our ability to use our NOLs and any professional fees incurred in connection with addressing such violation.

With respect to any transfer of common stock that does not involve a transfer of our securities within the meaning of the Delaware General Corporation Law but that would cause any stockholder of 4.99% or more of our stock to violate the Protective Amendment, the following procedure will apply in lieu of those described above: in such case, such stockholder and/or any person whose ownership of our securities is attributed to such stockholder will be deemed to have disposed of (and will be required to dispose of) sufficient securities, simultaneously with the transfer, to cause such holder not to be in violation of the Protective Amendment, and such securities will be treated as excess stock to be disposed of through the agent under the provisions summarized above, with the maximum amount payable to such stockholder or such other person that was the direct holder of such excess stock from the proceeds of sale by the agent being the fair market value of such excess stock at the time of the prohibited transfer.

Public Groups; Modification and Waiver of Transfer Restrictions. In order to facilitate sales by stockholders into the market, the Protective Amendment permits otherwise prohibited transfers of our common stock where the transferee is a public group. These permitted transfers include transfers to new public groups that would be created by the transfer and would be treated as a 4.99% stockholder.

In addition, the Board of Directors will have the discretion to approve a transfer of our common stock that would otherwise violate the transfer restrictions if it determines that the transfer is in our stockholders best interests. If the Board of Directors decides to permit such a transfer, that transfer or later transfers may result in an ownership change that could limit our use of our NOLs. In deciding whether to grant a waiver, the Board of Directors may seek the advice of counsel and tax experts with respect to the preservation of our federal tax attributes pursuant to Section 382. In addition, the Board of Directors may request relevant information from the acquirer and/or selling party in order to determine compliance with the Protective Amendment or the status of our federal income tax benefits, including an opinion of counsel selected by the Board of Directors (the cost of which will be borne by the transferor and/or the transferee) that the transfer will not result in a limitation on the use of the NOLs under Section 382. If the Board of Directors decides to grant a waiver, it may impose conditions on the acquirer or selling party.

In the event of a change in law, the Board of Directors will be authorized to modify the applicable allowable percentage ownership interest (currently up to 4.99%), to modify any of the definitions, terms and conditions of the transfer restrictions or to eliminate the transfer restrictions, provided that the Board of Directors determines, by adopting a written resolution, that such action is reasonably necessary or advisable to preserve the NOLs or that the continuation of these restrictions is no longer reasonably necessary for such purpose, as applicable. Our stockholders will be notified of any such determination through a filing with the SEC or such other method of notice as the Secretary of the Company shall deem appropriate.

The Board of Directors may establish, modify, amend or rescind by-laws, policies and any procedures for purposes of determining whether any transfer of common stock would jeopardize our ability to use our NOLs.

Implementation and Expiration of the Protective Amendment

If our stockholders adopt the Protective Amendment, we intend to file promptly the Protective Amendment with the Secretary of State of the State of Delaware, whereupon the Protective Amendment will become effective. We intend to enforce immediately thereafter the restrictions in the Protective Amendment to preserve the future use of our NOLs. We also intend to include a legend reflecting the transfer restrictions included in the Protective Amendment on certificates representing newly issued or transferred shares, to disclose such restrictions to persons holding our common stock in uncertificated form and to disclose such restrictions to the public generally.

The Protective Amendment would expire on the earliest of (i) the Board of Directors determination that the Protective Amendment is no longer necessary for the preservation of our NOLs because of the amendment or repeal of Section 382 or any successor statute, (ii) the beginning of a taxable year to which the Board of Directors determines that none of our NOLs may be carried forward, (iii) such date as the Board of Directors otherwise determines that the Protective Amendment is no longer necessary for the preservation of our NOLs, and (iv) January 29, 2018.

Effectiveness and Enforceability

Although the Protective Amendment is intended to reduce the likelihood of an ownership change, we cannot eliminate the possibility that an ownership change will occur even if the Protective Amendment is adopted given that:

As a result of these and other factors, the Protective Amendment serves to reduce, but does not eliminate, the risk that we will undergo an ownership change.

Recommendation of the Board of Directors

The Board of Directors recommends that stockholders vote FOR the adoption of the Protective Amendment.

PROPOSAL 7

APPROVAL OF THE TAX BENEFITS PRESERVATION AGREEMENT

The Board is asking the Companys stockholders to approve the Rights Plan, which was originally adopted by the Board on January 20, 2015. As explained above, the Rights Plan was adopted by the Board in an effort to protect stockholder value by preserving the Companys ability to use its NOLs, not to protect against the possibility of a hostile takeover. If the Company does not receive the affirmative vote of a majority of the votes present and entitled to vote on this Proposal 7 at the Annual Meeting, then the Rights Plan will expire no later than the close of business on January 29, 2016.

Description of Rights Plan

The following description of the Rights Plan is qualified in its entirety by reference to the text of the Rights Plan, which is attached to this Proxy Statement as Annex D . We urge you to read carefully the Rights Plan in its entirety as the discussion below is only a summary.

The Rights Plan is intended to protect stockholder value by reducing the risk of a Section 382 ownership change, thereby preserving our ability to use the NOLs. Although the Rights Plan is intended to reduce the likelihood of an ownership change that could adversely affect us, we cannot assure that it would prevent all transfers that could result in such an ownership change.

The Rights Plan is intended to act as a deterrent to any person or group (an Acquiring Person) acquiring 4.99% or more of our outstanding common stock without the approval of our Board. Any rights held by an Acquiring Person are void and may not be exercised.

Rights Dividend . Pursuant to the terms of the Rights Plan, the Board declared a dividend distribution of one Preferred Stock Purchase Right (a Right) for each outstanding share of common stock to stockholders of record as of the close of business on January 29, 2015 (the Record Date). In addition, one Right will automatically attach to each share of common stock issued between the Record Date and the Distribution Date (as hereinafter defined). Each Right entitles the registered holder thereof to purchase from us a unit consisting of one ten-thousandth of a share (a Unit) of Series A Junior Participating Cumulative Preferred Stock, par value $0.001 per share (the Preferred Stock) at a cash exercise price of $15.00 per Unit (the Exercise Price), subject to adjustment, under certain conditions specified in the Rights Plan and summarized below.

Distribution Date . Initially, the Rights are not exercisable and are attached to and trade with all shares of common stock outstanding as of, and issued subsequent to, the Record Date. The Rights will separate from the common stock and will become exercisable upon the earlier of (i) the close of business on the tenth calendar day following the first public announcement that a person or group of affiliated or associated persons (an Acquiring Person) has acquired beneficial ownership of 4.99% or more of the outstanding shares of common stock, other than as a result of repurchases of stock by the Company or certain inadvertent actions by a stockholder (the date of said announcement being referred to as the Stock Acquisition Date), or (ii) the close of business on the tenth business day (or such later day as our independent directors may determine) following the commencement of a tender offer or exchange offer that could result upon its consummation in a person or group becoming the beneficial owner of 4.99% or more of the outstanding shares of common stock (the earlier of such dates being herein referred to as the Distribution Date).

Notwithstanding the foregoing, with respect to any person (i) whose name is listed on Schedule A to the Rights Plan, or (ii) who beneficially owns (for purposes of the Rights Plan) 4.99% or more of the outstanding shares of common stock as of the Record Date (such person being referred to in the Rights Plan as a Grandfathered Person), the Distribution Date will not occur unless such Grandfathered Person has acquired beneficial ownership of shares of common stock either (i) in excess of the percentage listed on Schedule A to the Rights Plan, for any Grandfathered Person whose name is listed on Schedule A to the Rights Plan, or

(ii) representing an additional 1/2% of the outstanding shares of common stock beneficially owned as of the Record Date, for any other Grandfathered Person not listed on Schedule A to the Rights Plan (the Grandfathered Percentage).

Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), (i) the Rights will be evidenced by the common stock certificates and will be transferred with and only with such common stock certificates, (ii) new common stock certificates issued after the Record Date will contain a notation incorporating the Rights Plan by reference, and (iii) the surrender for transfer of any certificates for common stock will also constitute the transfer of the Rights associated with the common stock represented by such certificate.

As soon as practicable after the Distribution Date, one or more certificates evidencing one Right for each share of common stock of the Company so held, subject to adjustment as provided herein (the Right Certificates) will be mailed to holders of record of common stock as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by our independent directors, only shares of common stock issued prior to the Distribution Date will be issued with Rights.

Process for Potential Exemption . Any person who wishes to effect any acquisition of shares of common stock that would, if consummated, result in such person beneficially owning more than 4.99% of the outstanding shares of common stock (or in the case of a Grandfathered Person, the Grandfathered Percentage), may request that our independent directors grant an exemption with respect to such acquisition under the Rights Plan. Our independent directors may deny such an exemption request if they determine, in their sole discretion, that the acquisition of beneficial ownership of common stock by such person could jeopardize or endanger the availability to us of the NOLs or for whatever other reason they deem reasonable, desirable or appropriate. Any exemption granted may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the person agree that it will not acquire beneficial ownership of shares of common stock in excess of the maximum number and percentage of shares approved by our independent directors).

Subscription and Merger Rights . In the event that a Stock Acquisition Date occurs, proper provision will be made so that each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive upon exercise, in lieu of a number of Units of Preferred Stock, that number of shares of common stock of the Company (or, in certain circumstances, including if there are insufficient shares of common stock to permit the exercise in full of the Rights, Units of Preferred Stock, other securities, cash or property, or any combination of the foregoing) having a market value of two times the Exercise Price of the Right (such right being referred to as the Subscription Right). In the event that, at any time following the Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other person, and the Company is not the continuing or surviving corporation, (ii) any person consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of common stock are changed into or exchanged for stock or other securities of any other person or cash or any other property or (iii) 50% or more of the Companys assets or earning power is sold, mortgaged or otherwise transferred, each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the Exercise Price of the Right (such right being referred to as the Merger Right). The holder of a Right will continue to have the Merger Right whether or not such holder has exercised the Subscription Right. Rights that are or were beneficially owned by an Acquiring Person may (under certain circumstances specified in the Rights Plan) become null and void.

Until a Right is exercised, the holder will have no rights as a stockholder of the Company (beyond those as an existing stockholder), including the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Units, other securities of the Company, other consideration or for common stock of an acquiring company.

Exchange Feature . At any time after a person becomes an Acquiring Person, our independent directors may, at their option, exchange all or any part of the then outstanding and exercisable Rights for shares of common stock or Units at an exchange ratio specified in the Rights Plan. Notwithstanding the foregoing, our independent directors generally will not be empowered to effect such exchange at any time after any person becomes the beneficial owner of 50% or more of the common stock of the Company.

Adjustments . The Exercise Price payable, and the number of Units or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the Exercise Price will be required until cumulative adjustments amount to at least 1% of the Exercise Price. The company is not obligated to issue fractional Units. If the Company elects not to issue fractional Units, in lieu thereof an adjustment in cash will be made based on the fair market value of the Preferred Stock on the last trading date prior to the date of exercise.

Redemption . The Rights may be redeemed in whole, but not in part, at a price of $0.001 per Right (payable in cash, common stock or other consideration deemed appropriate by our independent directors) by our independent directors only until the earlier of (i) the time at which any person becomes an Acquiring Person or (ii) the expiration date of the Rights Plan. Immediately upon the action of our independent directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price.

Amendment. Our independent directors in their sole discretion at any time prior to the time at which any person becomes an Acquiring Person may amend the Rights Plan. After such time our independent directors may, subject to certain limitations set forth in the Rights Plan, amend the Rights Plan only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or its associates or affiliates).

Expiration Date . The Rights are not exercisable until the Distribution Date and will expire at the earlier of (i) January 29, 2018, (ii) ) the time when the Rights are redeemed as provided therein; (iii) the time when the Rights are exchanged as provided therein; (iv) the repeal of Section 382 of the Code if our independent directors determine that the Rights Plan is no longer necessary for the preservation of Tax Benefits (as defined in the Rights Plan), (v) the beginning of the taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward, or (vi) the close of business on January 29, 2016, if stockholder approval of the Rights Plan has not been obtained prior to that time, unless previously redeemed or exchanged by the Company.

Miscellaneous . The certificate of designations establishing the Preferred Stock and the form of Right Certificate are attached as Exhibits A and B, respectively, to the Rights Plan, attached hereto as Annex D . The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Plan, which is incorporated herein by reference.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the approval of the Rights Plan.

CERTAIN CONSIDERATIONS RELATED TO THE

PROTECTIVE AMENDMENT AND THE RIGHTS PLAN

The Board believes that attempting to protect the tax benefits of our NOLs as described above under Proposals 6 and 7 Background is in our stockholders best interests. However, we cannot eliminate the possibility that an ownership change will occur even if the Protective Amendment is adopted and the Rights Plan is approved. Please consider the factors discussed below in voting on Proposals 6 and 7.

The Internal Revenue Service (IRS) could challenge the amount of our NOLs or claim we experienced an ownership change, which could reduce the amount of our NOLs that we can use or eliminate our ability to use them altogether.

The IRS has not audited or otherwise validated the amount of our NOLs. The IRS could challenge the amount of our NOLs, which could limit our ability to use our NOLs to reduce our future income tax liability. In addition, the complexity of Section 382s provisions and the limited knowledge any public company has about the ownership of its publicly traded stock make it difficult to determine whether an ownership change has occurred. Therefore, we cannot assure you that the IRS will not claim that we experienced an ownership change and attempt to reduce or eliminate the benefit of our NOLs even if the Protective Amendment and the Rights Plan are in place. In addition, we must comply with other provisions of the Code that govern the preservation and use of NOLs; failure to do so could also eliminate our ability to use the NOLs even if we comply fully with Section 382.

Continued Risk of Ownership Change

Although the Protective Amendment and the Rights Plan are intended to reduce the likelihood of an ownership change, we cannot assure you that they would prevent all transfers of our common stock that could result in such an ownership change. In particular, absent a court determination, we cannot assure you that the Protective Amendments restrictions on acquisition of our common stock will be enforceable against all our stockholders, and they may be subject to challenge on equitable grounds, as discussed above under Proposal 4.

Potential Effects on Liquidity

The Protective Amendment will restrict a stockholders ability to acquire, directly or indirectly, additional shares of our common stock in excess of the specified limitations. Furthermore, a stockholders ability to dispose of our common stock may be limited by reducing the class of potential acquirers for such common stock. In addition, a stockholders ownership of our common stock may become subject to the restrictions of the Protective Amendment upon actions taken by persons related to, or affiliated with, them. Stockholders are advised to monitor carefully their ownership of our stock and consult their own legal advisors and/or us to determine whether their ownership of our stock approaches the restricted levels.

Potential Impact on Value

If the Protective Amendment is adopted, the Board of Directors intends to include a legend reflecting the transfer restrictions included in the Protective Amendment on certificates representing newly issued or transferred shares, to disclose such restrictions to persons holding our common stock in uncertificated form and to disclose such restrictions to the public generally. Because certain buyers, including persons who wish to acquire more than 4.99% of our common stock and certain institutional holders who may not be comfortable holding our common stock with restrictive legends, may not be able or willing to purchase our common stock, the Protective Amendment could depress the value of our common stock in an amount that could more than offset any value preserved from protecting our NOLs. The Rights Plan could have a similar effect if investors object to holding our common stock subject to the terms of the Rights Plan.

Potential Anti-Takeover Impact

The reason the Board of Directors adopted the Protective Amendment and the Rights Plan is to take reasonable, proportionate steps to preserve the long-term value of our NOLs. The Protective Amendment, if adopted by our stockholders, could be deemed to have an anti-takeover effect because, among other things, it will restrict the ability of a person, entity or group to accumulate more than 4.99% of our common stock and the ability of persons, entities or groups now owning more than 4.99% of our common stock to acquire additional shares of our common stock without the approval of the Board of Directors. Similarly, while the Rights Plan is not intended to prevent a takeover, it does have a potential anti-takeover effect because an Acquiring Person may be diluted upon the occurrence of a triggering event. We entered into the Rights Plan in order to preserve our NOLs; however, the Rights Plan could inhibit acquisitions of significant stake in us and may prevent a change in our control. As a result, the Rights Plan may have an anti-takeover effect. Similarly, the limits on the amount of common stock that a stockholder may own may make it more difficult for stockholders to replace current management or members of the board of directors. Accordingly, the overall effects of the Protective Amendment, if adopted by our stockholders, and the Rights Plan may be to render more difficult, or discourage, a merger, tender offer, proxy contest or assumption of control by a substantial holder of our securities. The Protective Amendment and the Rights Plan proposals are not part of a plan by us to adopt a series of anti-takeover measures, and we are not presently aware of any potential takeover transaction.

Effect of the Protective Amendment If You Vote For It and Already Own More Than 4.99% of our Common Stock

If you already own more than 4.99% of our common stock, you would be able to transfer shares of our common stock only if the transfer does not increase the percentage of stock ownership of another holder of 4.99% or more of our common stock or create a new holder of 4.99% or more of our common stock. Any transfer your shares of our common stock through open-market sales to a public group, including a new public group would be subject to the Protective Amendments transfer restrictions.

Effect of the Protective Amendment If You Vote For It and Own Less Than 4.99% of our Common Stock

The Protective Amendment will apply to you, but, so long as you own less than 4.99% of our common stock you can transfer your shares to a purchaser who, after the sale, also would own less than 4.99% of our common stock.

Effect of the Protective Amendment If You Vote Against It

Delaware law provides that the transfer restrictions of the Protective Amendment with respect to shares of our common stock issued prior to its effectiveness will be effective as to (i) stockholders with respect to shares that were voted in favor of adopting the Protective Amendment and (ii) purported transferees of such shares if (A) the transfer restriction is conspicuously noted on the certificate(s) representing such shares or (B) the transferee had actual knowledge of the transfer restrictions (even absent such conspicuous notation). We intend to cause shares of our common stock issued after the effectiveness of the Protective Amendment to be issued with the relevant transfer restriction conspicuously noted on the certificate(s) representing such shares, and, therefore, under Delaware law, such newly issued shares will be subject to the transfer restriction. We also intend to disclose such restrictions to persons holding our common stock in uncertificated form. For the purpose of determining whether a stockholder is subject to the Protective Amendment, we intend to take the position that all shares issued prior to the effectiveness of the Protective Amendment that are proposed to be transferred were voted in favor of the Protective Amendment, unless the contrary is established. We may also assert that stockholders have waived the right to challenge or otherwise cannot challenge the enforceability of the Protective Amendment, unless a stockholder establishes that it did not vote in favor of the Protective Amendment. Nonetheless, a court could find that the Protective Amendment is unenforceable, either in general or as applied to a particular stockholder or fact situation.

PROPOSAL 8

ADVISORY VOTE TO APPROVE THE COMPENSATION

OF OUR NAMED EXECUTIVE OFFICERS

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, known as the Dodd-Frank Act, this proposal, commonly known as a say-on-pay proposal, gives our stockholders the opportunity to vote to approve or not approve, on an advisory basis, the compensation of our named executive officers. This vote is not intended to address any specific item of compensation or the compensation of any particular officer, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices.

The goal for our executive compensation program is to attract, motivate and retain qualified executives through competitive compensation packages. We believe that the compensation paid to our named executive officers should be substantially dependent on our financial performance and the value created for our stockholders. Our Compensation Committee has designed our executive compensation program to support a strong pay-for-performance philosophy while maintaining an overall level of compensation that it believes is fair, reasonable and responsible. The Compensation Discussion and Analysis, beginning on page 44 of this proxy statement, describes our executive compensation program and the decisions made by the Compensation Committee in 2015 in more detail. Highlights of the program and the principles guiding our executive compensation decisions include the following:

We believe that our compensation programs for our named executive officers are instrumental in helping us achieve our strong strategic and financial performance. Accordingly, we are asking our stockholders to vote, on an advisory basis, FOR the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to Unwired Planet, Inc.s named executive officers, as disclosed pursuant to the Securities and Exchange Commissions compensation disclosure rules, including the Compensation Discussion and Analysis, compensation tables and narrative disclosures that accompany the compensation tables contained in this proxy statement, is hereby approved.

While the results of this advisory vote are not binding, the Compensation Committee and the Board will consider the outcome of the vote in deciding whether to take any action as a result of the vote and when making future compensation decisions for our named executive officers.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the resolution to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.

BOARD COMMITTEES AND MEETINGS

Board Committees and Meetings

During the fiscal year ended June 30, 2015, the Board held 16 meetings, comprised of 4 regular and 12 special meetings. During this period, each Board member attended 97% or more of the aggregate number of meetings of the Board and committees on which he served that were held during the period for which he was a director or committee member, as applicable. Scheduled Board meetings generally include a time for the independent directors to meet without management. The Board and its committees meet throughout the year as calendared in advance, and also hold special meetings and act by written consent in lieu of a meeting from time to time when appropriate.

Independence

As required under the applicable SEC rules and the listing standards of The NASDAQ Global Market, a majority of the members of our Board must qualify as independent, as affirmatively determined by the Board. After review of the relevant transactions or relationships between each director, or any of his or her family members, and Unwired Planet, its senior management and its independent registered public accounting firm, the Board has affirmatively determined that all members of the Board are independent within the meaning of the applicable NASDAQ listing standards, except for Messrs. Vachon and Teksler. In making its determinations, the Board found that none of these directors or nominees for director had a disqualifying relationship with Unwired Planet.

Board Committees

The Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Until June 3, 2015, the Company also had an Intellectual Property Committee. The Board may form new committees, re-allocate the responsibilities of one committee to another, disband a current committee or determine to form ad-hoc committees, from time to time.

Each of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and Intellectual Property Committee is governed by a charter, a current copy of each of which is available on our website at http://www.unwiredplanet.com in the Investors section under Corporate Governance. Each of the Boards standing committees has authority to engage its own legal counsel or other experts or consultants, as it deems appropriate, to carry out its responsibilities.

The members of the Boards Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee as of September 1, 2015, are identified in the following table:

Audit Committee

Our Audit Committee reviews our internal accounting procedures and considers and reports to the Board with respect to other auditing and accounting matters, including the selection of our independent auditors, the scope of annual audits, fees to be paid to our independent auditors and the performance of our independent auditors. The Audit Committee relies on the expertise and knowledge of management and the independent auditors in carrying out its oversight responsibilities. On a routine basis, the Audit Committee meets separately with our independent auditors and invites select employees who work under the Chief Financial Officer to participate in its meetings. The Audit Committee charter requires that each of the members of the Audit Committee is (i) independent, as defined under SEC rules and NASDAQ listing standards, (ii) financially literate (able to read and understand financial statements at the time of appointment), and that (iii) at least one member of the Audit Committee has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in the individuals financial sophistication, including having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities. The responsibilities and activities of the Audit Committee are described in greater detail in the Audit Committee Charter.

The Board determined that each member of the Audit Committee met the independence and financial knowledge requirements under the Audit Committee charter, the SEC rules, and the NASDAQ listing standards. The Board has also determined that Mr. Jensen and Mr. Chernicoff each qualify as an audit committee financial expert in accordance with SEC rules, based upon each members experience and understanding with respect to certain accounting and auditing matters. The Audit Committee held 8 meetings during the fiscal year ended June 30, 2015.

Compensation Committee

The Compensation Committee of the Board of Directors acts on behalf of the Board to review, adopt and oversee Unwired Planets compensation and employee benefit programs and practices, including, but not limited to:

In fulfilling its responsibilities, the Compensation Committee is entitled to delegate to a subcommittee for any purpose it deems appropriate, including delegation to a subcommittee of the Board consisting of one or more members of the Board the authority to make awards to non-executive officers under the equity-based plans, in accordance with guidelines and policies set by the Compensation Committee. The responsibilities and activities of the Compensation Committee are described in greater detail under the heading Compensation Discussion and Analysis below.

For executives other than the Chief Executive Officer, the Compensation Committee considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer on which compensation determinations are then made. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines whether, and if so in what manner, to recommend to the full Board of Directors any adjustments to his compensation as well as awards to be granted. The Compensation Committee does not determine non-employee director compensation. Non-employee director compensation is determined by the Board pursuant to our Corporate Governance Principles. See Corporate Governance Principles below.

The Board has determined that each of the members of the Compensation Committee is independent as defined by the Nasdaq rules. In addition, each member of the Compensation Committee is an outside director as defined in Section 162(m) of the Code, and is a non-employee director as defined under Section 16 of the Exchange Act. The Compensation Committee met 7 times during the year ended June 30, 2015. The Compensation Committee operates under a written charter adopted by our Board, a current copy of which is available in the Corporate Governance section of our website at www.unwiredplanet.com.

Our Corporate Governance Guidelines and the charter of the Compensation Committee provide that any independent compensation consultant engaged by the Compensation Committee works for the Compensation Committee, not our management, with respect to executive and director compensation matters. Please read the Compensation Discussion and Analysis included in this Proxy Statement for additional information on the role of, and amounts paid to, any compensation consultants in the compensation review process.

Intellectual Property Committee

Until June 3, 2015, our Intellectual Property (IP) Committee served as the representative of the Board for the purpose of assessing the Companys licensing strategies and potential licensing opportunities and proposals. The IP Committee provided guidance and support to the Companys management team on licensing matters, including the development of an overall licensing strategy, as well as on enforcement and operational matters, including management of cost structure, staffing and agreements with third parties.

The responsibilities of the former IP Committee included, but were not limited to:

The IP Committee held 3 meetings during the fiscal year ended June 30, 2015. Effective June 3, 2015, the Board voted to disband the IP Committee given that the duties of the committee have been assumed by our new CEO, Mr. Boris Teksler, and his management team.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for identifying, reviewing and evaluating individuals to serve as our directors, advising the Board with respect to its composition, procedures and committees, evaluating incumbent directors, and assessing the performance of management. The Nominating and Corporate Governance Committee also oversees the development of our corporate governance matters. The responsibilities and activities of the Nominating and Corporate Governance Committee are described in greater detail in the Nominating and Corporate Governance Committee Charter.

The Nominating and Corporate Governance Committee is committed to a diversified board, seeking members from various professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for the highest personal and professional integrity. However, the Nominating and Corporate Governance Committee does not have a policy with respect to diversity considerations in the selection of director nominees. In furtherance thereof, the Nominating and Corporate Governance Committee evaluates Board nominees, which evaluation applies to both new director candidates as well as incumbent directors, in the context of the current composition of the Board, the operating requirements of Unwired Planet and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee considers the criteria for director qualifications set by the Board, as well as diversity, age, skills, and such other factors as it deems appropriate given the current needs of the Board and Unwired Planet to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee typically reviews such directors overall service to Unwired Planet during their term, including (i) the number of meetings attended, (ii) the level of participation, (iii) the quality of performance, (iv) and any other relationships and transactions that might impair such directors independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee must be independent for NASDAQ purposes, which determination is based upon applicable NASDAQ listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee arranges for as many members of the Nominating and Corporate Governance Committee as it determines advisable to interview each potential candidate it is considering recommending to the Board. The Nominating and Corporate Governance Committee meets to discuss and consider such candidates qualifications and then selects a nominee for recommendation to the Board by majority vote.

The Nominating and Corporate Governance Committee believes that a candidate for director should have certain minimum qualifications. The Nominating and Corporate Governance Committee will generally consider such factors as (i) possessing relevant expertise upon which to be able to offer advice and guidance to management, including public company board experience and international business experience, (ii) the ability to read and understand basic financial statements, (iii) having sufficient time to devote to the affairs of Unwired Planet, (iv) a reputation for personal integrity and ethics, (v) demonstrated excellence in his or her field, (vi) having the ability to exercise sound business judgment and (vii) the commitment to rigorously represent the

long-term interests of the stockholders. Notwithstanding the foregoing, the Nominating and Corporate Governance Committee reserves the right to modify these factors from time to time, taking into account the current needs of the Board in an effort to maintain a balance of knowledge, experience and capability.

The Nominating and Corporate Governance Committee considers and evaluates any candidate who is properly recommended by stockholders, identified by members of the Board or our executives, or, at the discretion of the Nominating and Corporate Governance Committee, an independent search firm.

Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to: Chairman, Nominating and Corporate Governance Committee, c/o Corporate Secretary, Unwired Planet, Inc., 20 First Street, First Floor, Los Altos, California 94022.

The Nominating and Corporate Governance Committee held 3 meetings during the fiscal year ended June 30, 2015.

Director Attendance at Stockholder Meetings

Although we do not have a policy regarding director attendance at stockholders meetings, all of our directors are invited to attend. All of the members of our Board attended the 2014 Annual Meeting of Stockholders.

Communications with the Board

Stockholders and other interested parties may contact any member (or all members) of the Board (including, without limitation, the non-management directors as a group), any Board committee or the Chair of any such committee by mail. All such correspondence may be sent addressed to the Board, any committee or any individual director, c/o Corporate Secretary, Unwired Planet, Inc., 20 First Street, First Floor, Los Altos, California 94022.

All stockholder communications will be opened and reviewed by the Corporate Secretary for the sole purpose of determining whether the contents represent a message to the directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, the Corporate Secretary will make sufficient copies and send one copy to each director who is a member of the group or committee to which the envelope is addressed.

Corporate Governance Principles

Unwired Planet, the Board and each of its committees, review and monitor legal and governance matters, including the Sarbanes-Oxley Act of 2002, as well as SEC rules and NASDAQ listing standards. The Board and each of its committees intend to comply with all applicable rules, and will implement other corporate governance practices as the Board and its committees deem appropriate. The Board and its committees have established certain procedures and will continue to implement guidelines and procedures to comply with the Sarbanes-Oxley Act of 2002 and related rules adopted by the SEC and NASDAQ.

The Board has adopted, pursuant to the recommendations of the Nominating and Corporate Governance Committee, Corporate Governance Principles that reflect the Boards commitment to monitor the effectiveness of policy and decision making both at the Board and management level, with a view to enhancing long-term stockholder value. These principles are intended to assist the Board in the exercise of its responsibilities. These principles are subject to modification from time to time by the Board pursuant to recommendations of the Nominating and Corporate Governance Committee. A copy of the Corporate Governance Principles is available on our website at http://www.unwiredplanet.com in the Investors section under Corporate Governance.

Code of Conduct and Ethics

The Board has adopted the Code of Conduct and Ethics that applies to all of our employees, including the principal executive officer, principal financial officer and principal accounting officer, and to all of our directors. The Code of Conduct and Ethics is available on our website at http://www.unwiredplanet.com in the Investors section under Corporate Governance. Unwired Planet intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waivers from, a provision of the Code of Conduct and Ethics, with respect to any director or executive officer, if any, by timely disclosing amendments and waivers on our website at www.unwiredplanet.com.

Board Leadership Structure

Pursuant to our Bylaws, the Board may appoint a chairman of the Board who will not be considered an officer of the Company. The Company does not have a policy as to whether the same person should serve as both the chief executive officer and chairman of the Board or, if the roles are separate, whether the chairman should be selected from the non-employee directors or should be an employee. The Board believes that it should have the flexibility to make these determinations at any given point in time in the way that it believes best to provide appropriate leadership for Unwired Planet at that time. From January 2008 to June 2013 and June 2015 to the present, we had a separate non-employee chairman and chief executive officer. In June 2014, we appointed Mr. Vachon, Chairman of the Board, as principal executive officer. As a result, the Board appointed an independent member of our Board, Mr. Chernicoff, as the Lead Independent Director in April 2014. Effective June 1, 2015, Mr. Teksler was appointed to succeed Mr. Vachon as principal executive officer, and effective in October 2015, Mr. Chernicoff was appointed to succeed Mr. Vachon as Chairman of the Board.

The Board of Directors Role in Risk Oversight

The Board has an active role in overseeing the management of Unwired Planets risks, which oversight it conducts directly as well as through its various standing committees that monitor risks inherent to their respective areas of oversight. In particular, the Board oversees managements monitoring and assessing strategic risk exposure, including information regarding our liquidity and capital resources and decisions regarding the Companys technology. The Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps management has taken to monitor and control those exposures. The Audit Committee also monitors legal and regulatory compliance, in addition to oversight of the performance of our internal controls and SOX related activities. In its periodic meetings with the internal auditors and the independent accountants, the Audit Committee discusses the scope and plan for the internal audit and includes management in its review of accounting and financial controls and assessment of business risks. The Compensation Committee oversees the management of risks relating to Unwired Planets compensation policies and programs and monitors whether our policies and programs have the potential to encourage excessive risk taking. The Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance principles, including the risks associated with director independence and conflicts of interest, and it reviews risks related to legal and regulatory compliance as they relate to corporate governance. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, each committee regularly reports such risks to the entire Board.

Compensation Risk Assessment

The Compensation Committee considers, in establishing and reviewing our compensation programs, whether the programs encourages unnecessary or excessive risk taking. Our compensation programs throughout the organization are designed to maintain an appropriate balance between long-term and short-term incentives by using a combination of compensation components, including base salary, short-term cash incentive awards, and long-term equity awards. Although not all employees in the organization have compensation comprised of all three of those components, the compensation programs are generally structured so that any short-term cash incentives are not likely to constitute the predominant element of an employees total compensation package and

that other components will serve to balance the package. Based on the forgoing, the Compensation Committee has determined that our compensation programs do not encourage excessive risk taking and that our compensation policies and practices are not reasonably likely to have a material adverse effect on our business and operations. For a discussion of the primary components of the compensation packages for our named executive officers, please see the section below titled Executive Compensation and Related InformationCompensation Discussion and Analysis.

Director Stock Ownership Guidelines

The Director Stock Ownership Guidelines recommend that each non-employee director acquire and hold Unwired Planet stock with a value or cost basis equivalent to $250,000. Under these guidelines, non-employee directors have a five year period from either (i) July 1, 2014, the date of the implementation of these new guidelines, or (ii) the date such non-employee director joined our Board, whichever is later, over which to achieve the target ownership level.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee, all of whom are independent directors, are William Marino (Chair), Mark Jensen, Peter Reed and Dallas Clement. However, as Messrs. Marino, Jensen and Mr. Clement are resigning effective November 4, 2015 and are not standing for re-election at the Annual Meeting, the Board will reconstitute the Compensation Committee effective as of November 4, 2015. None of the members of the Compensation Committee during fiscal 2015 (i) was an officer or employee of Unwired Planet or any of our subsidiaries, (ii) was formerly an officer of Unwired Planet or any of our subsidiaries, or (iii) had any relationship requiring disclosure by us under the SECs rules requiring disclosure of related party transactions in this Proxy...


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