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: GRETSCH GREGORY C. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-05	Common Stock	C	991751	—	Acquired	1028777	Indirect
2018-10-05	Common Stock	C	176352	—	Acquired	183090	Indirect
2018-10-05	Common Stock	C	12154768	—	Acquired	12641735	Indirect
2018-10-05	Common Stock	C	768495	—	Acquired	769925	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-05	Series A-1 Preferred Stock	$0	C	70891	Disposed		Common Stock (70891)	Indirect
2018-10-05	Series A-1 Preferred Stock	$0	C	12761	Disposed		Common Stock (12761)	Indirect
2018-10-05	Series A-1 Preferred Stock	$0	C	890123	Disposed		Common Stock (890123)	Indirect
2018-10-05	Series A-2 Preferred Stock	$0	C	875732	Disposed		Common Stock (875732)	Indirect
2018-10-05	Series A-2 Preferred Stock	$0	C	155356	Disposed		Common Stock (155356)	Indirect
2018-10-05	Series A-2 Preferred Stock	$0	C	10669617	Disposed		Common Stock (10669617)	Indirect
2018-10-05	Series B-1 Preferred Stock	$0	C	45128	Disposed		Common Stock (45128)	Indirect
2018-10-05	Series B-1 Preferred Stock	$0	C	8235	Disposed		Common Stock (8235)	Indirect
2018-10-05	Series B-1 Preferred Stock	$0	C	595028	Disposed		Common Stock (595028)	Indirect
2018-10-05	Series A-1 Preferred Stock	$0	C	173917	Disposed		Common Stock (173917)	Indirect
2018-10-05	Series A-2 Preferred Stock	$0	C	559863	Disposed		Common Stock (559863)	Indirect
2018-10-05	Series B-1 Preferred Stock	$0	C	34715	Disposed		Common Stock (34715)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	266667	Indirect
Common Stock	95000	Indirect
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: Sigma Management 6, L.L.C. is the general partner of each of Sigma Associates 6, L.P., Sigma Investors 6, L.P., and Sigma Partners 6, L.P., (collectively, the "Sigma Entities"). Robert E. Davoli, Clifford Haas, Lawrence G. Finch, Gregory C. Gretsch (the Reporting Person and a member of the Issuer's board of directors), John Mandile, Peter Solvik, Robert Spinner, and Wade Woodson are the managing members of Sigma Management 6, L.L.C. and share voting and investment power with respect to the shares held by the Sigma Entities.

F3: The Gretsch Revocable Trust is the general partner of each of Martis Creek Investments, L.P. - Fund 3, Martis Creek Investments, L.P. - Fund 4, and Martis Creek Investments, L.P. - Fund 5 (collectively, the "Martis Creek entities") and has sole voting and dispositive power over the shares held by the Martis Creek entities, and the voting decisions with respect to such shares are made by Gregory Gretsch, the Reporting Person.