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UPWORK, INC Director's Dealing 2018

Oct 2, 2018

31644_dirs_2018-10-02_60aa903c-bc79-4b06-b083-f7073acd4198.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: SIGMA MANAGEMENT 6 LLC (10% Owner)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 37026 Indirect
Common Stock 6738 Indirect
Common Stock 486967 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Series A-1 Preferred Stock $0 Common Stock (70891) Indirect
Series A-1 Preferred Stock $0 Common Stock (12761) Indirect
Series A-1 Preferred Stock $0 Common Stock (890123) Indirect
Series A-2 Preferred Stock $0 Common Stock (875732) Indirect
Series A-2 Preferred Stock $0 Common Stock (155356) Indirect
Series A-2 Preferred Stock $0 Common Stock (10669617) Indirect
Series B-1 Preferred Stock $0 Common Stock (45128) Indirect
Series B-1 Preferred Stock $0 Common Stock (8235) Indirect
Series B-1 Preferred Stock $0 Common Stock (595028) Indirect

Footnotes

F1: 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, 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.

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.