UPWORK, INC — Director's Dealing 2018

Oct 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2018-10-02

Reporting Person: Brown Hayden (SVP, Product & Design)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-02	Common Stock	M	7579	$3.58	Acquired	339235	Direct
2018-10-02	Common Stock	M	6667	$3.03	Acquired	345902	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-02	Employee Stock Option (right to buy)	$3.58	M	7579	Disposed	2025-04-22	Common Stock (7579)	Direct
2018-10-02	Employee Stock Option (right to buy)	$3.03	M	6667	Disposed	2025-12-22	Common Stock (6667)	Direct

Footnotes

F1: The stock option vested and shall continue to vest at a rate of 1/60th of the shares each month following the April 15, 2015 vesting commencement date, subject to the continuing employment of the Reporting Person on each vesting date. The stock option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.

F2: The stock option vested and became exercisable, and shall continue to vest and become exercisable, at a rate of 1/60th of the shares each month following the January 1, 2016 vesting commencement date, subject to the continuing employment of the Reporting Person on each vesting date.