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: LAYTON THOMAS (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-05	Common Stock	C	578859	—	Acquired	4141848	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-05	Series A-1 Preferred Stock	$0	C	89628	Disposed		Common Stock (89628)	Indirect
2018-10-05	Series A-2 Preferred Stock	$0	C	297536	Disposed		Common Stock (297536)	Indirect
2018-10-05	Series B-1 Preferred Stock	$0	C	191695	Disposed		Common Stock (191695)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct

Footnotes

F1: In connection with the consummation of the Issuer's initial public offering on October 5, 2018, each share of Preferred Stock automatically converted into one (1) share of the Issuer's Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.

F2: Held directly by Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended.