UPWORK, INC — Director's Dealing 2018

Oct 2, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: LAYTON THOMAS (Director, Executive Chairman)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3562989	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A-1 Preferred Stock	$0		Common Stock (89628)		Indirect
Series A-2 Preferred Stock	$0		Common Stock (297536)		Indirect
Series B-1 Preferred Stock	$0		Common Stock (191695)		Indirect

Footnotes

F1: 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.

F2: Each share of Preferred Stock will be automatically converted into one (1) share of the Issuer's Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date.