UPWORK, INC — Director's Dealing 2018

Oct 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2018-10-05

Reporting Person: Globespan Management Associates IV, LLC (10% Owner)
Reporting Person: GLOBESPAN CAPITAL PARTNERS IV LP (10% Owner)
Reporting Person: Goldfarb Andrew P (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-05	Common Stock	C	787890	—	Acquired	808539	Indirect
2018-10-05	Common Stock	C	54167	—	Acquired	55586	Indirect
2018-10-05	Common Stock	C	48789	—	Acquired	50067	Indirect
2018-10-05	Common Stock	C	21467	—	Acquired	22029	Indirect
2018-10-05	Common Stock	C	14866	—	Acquired	15255	Indirect
2018-10-05	Common Stock	C	9800125	—	Acquired	10608664	Indirect
2018-10-05	Common Stock	C	673758	—	Acquired	729344	Indirect
2018-10-05	Common Stock	C	606865	—	Acquired	656932	Indirect
2018-10-05	Common Stock	C	267020	—	Acquired	289049	Indirect
2018-10-05	Common Stock	C	184917	—	Acquired	200172	Indirect
2018-10-05	Common Stock	C	77042	—	Acquired	10685706	Indirect
2018-10-05	Common Stock	C	3739	—	Acquired	733083	Indirect
2018-10-05	Common Stock	C	3354	—	Acquired	660286	Indirect
2018-10-05	Common Stock	C	2027	—	Acquired	291076	Indirect
2018-10-05	Common Stock	C	1404	—	Acquired	201576	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-05	Series A-1 Convertible Preferred Stock	$	C	787890	Disposed		Common Stock (787890)	Indirect
2018-10-05	Series A-1 Convertible Preferred Stock	$	C	54167	Disposed		Common Stock (54167)	Indirect
2018-10-05	Series A-1 Convertible Preferred Stock	$	C	48789	Disposed		Common Stock (48789)	Indirect
2018-10-05	Series A-1 Convertible Preferred Stock	$	C	21467	Disposed		Common Stock (21467)	Indirect
2018-10-05	Series A-1 Convertible Preferred Stock	$	C	14866	Disposed		Common Stock (14866)	Indirect
2018-10-05	Series A-2 Convertible Preferred Stock	$	C	9800125	Disposed		Common Stock (9800125)	Indirect
2018-10-05	Series A-2 Convertible Preferred Stock	$	C	673758	Disposed		Common Stock (673758)	Indirect
2018-10-05	Series A-2 Convertible Preferred Stock	$	C	606865	Disposed		Common Stock (606865)	Indirect
2018-10-05	Series A-2 Convertible Preferred Stock	$	C	267020	Disposed		Common Stock (267020)	Indirect
2018-10-05	Series A-2 Convertible Preferred Stock	$	C	184917	Disposed		Common Stock (184917)	Indirect
2018-10-05	Series B-1 Convertible Preferred Stock	$	C	77042	Disposed		Common Stock (77042)	Indirect
2018-10-05	Series B-1 Convertible Preferred Stock	$	C	3739	Disposed		Common Stock (3739)	Indirect
2018-10-05	Series B-1 Convertible Preferred Stock	$	C	3354	Disposed		Common Stock (3354)	Indirect
2018-10-05	Series B-1 Convertible Preferred Stock	$	C	2027	Disposed		Common Stock (2027)	Indirect
2018-10-05	Series B-1 Convertible Preferred Stock	$	C	1404	Disposed		Common Stock (1404)	Indirect

Footnotes

F1: The preferred stock automatically converted into common stock on a 1-to-1 basis immediately upon closing of the initial public offering of the Issuer and has no expiration date.

F2: Held directly by Globespan Capital Partners IV, L.P.

F3: Held directly by Globespan Capital Partners (Cayman) IV, L.P.

F4: Held directly by JAFCO Globespan USIT IV, L.P.

F5: Held directly by Globespan Capital Partners IV GmbH & Co. KG.

F6: Held directly by GCP IV Affiliates Fund, L.P.

F7: The filing of this Form 4 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any of the shares of common stock, of the Issuer. The Reporting Persons disclaim such beneficial ownership, except to the extent of their pecuniary interest.