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: Benchmark Capital Management Co. V, L.L.C. (10% Owner)
Reporting Person: Benchmark Capital Partners V L P (10% Owner)
Reporting Person: BENCHMARK FOUNDERS FUND V LP (10% Owner)
Reporting Person: Benchmark Founders Fund V-A LP (10% Owner)
Reporting Person: Benchmark Founders Fund V-B LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-05	Common Stock	C	14217253	—	Acquired	14603885	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-05	Series A-1 Preferred Stock	$0	C	1111911	Disposed		Common Stock (1111911)	Indirect
2018-10-05	Series A-2 Preferred Stock	$0	C	10451892	Disposed		Common Stock (10451892)	Indirect
2018-10-05	Series B-1 Preferred Stock	$0	C	2508432	Disposed		Common Stock (2508432)	Indirect
2018-10-05	Series B-2 Preferred Stock	$0	C	145018	Disposed		Common Stock (145018)	Indirect

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: Shares are held directly by Benchmark Capital Partners V, L.P. ("BCP V"), as nominee for BCP V, Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B") and related persons. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole voting and dispositive power over such shares. Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC V, may be deemed to share voting and dispositive power over these shares. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).