UPWORK, INC — Director's Dealing 2019

Dec 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-12-18

Reporting Person: Brown Hayden (Director, Chief Marketing & Product Ofcr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-18	Common Stock	M	3860	—	Acquired	300379	Direct
2019-12-18	Common Stock	S	1380	$10.82	Disposed	298999	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-18	Restricted Stock Units (RSU)	$	M	3860	Disposed		Common Stock (3860)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

F2: Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

F3: 6.25% of the RSUs vested on June 18, 2019, and the remainder will vest as to an additional 6.25% of the RSUs on each quarterly anniversary thereafter, subject to, on each vesting date, the Reporting Person's (i) continued employment with the Issuer and (ii) continued leadership of the Issuer's marketing and product departments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.