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UPWORK, INC Director's Dealing 2019

Nov 27, 2019

31644_dirs_2019-11-26_fece480a-aac8-4359-9947-0d6c7e4b0d6d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-11-22

Reporting Person: MARRIOTT DAN (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2019-11-22 Common Stock D 200012 $11.28 Disposed 1080603 Indirect
2019-11-25 Common Stock D 250000 $11.67 Disposed 830603 Indirect
2019-11-26 Common Stock D 28781 $11.57 Disposed 801822 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 174756 Direct

Footnotes

F1: Stripes GP I, LLC (f/k/a SGGP I, LLC ("SGP")) has sole voting and dispositive power over the shares held by Stripes I, LP (f/k/a SG Growth Partners I, L.P.) Voting decisions with respect to such shares are made by Kenneth A. Fox and the Reporting Person, as the investment committee of SGP.

F2: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $11.25 to $11.49 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F3: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $11.43 to $11.76 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F4: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $11.50 to $11.64 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F5: Represents: (i) 20,564 RSUs previously reported on Form 4s filed by the Reporting Person and (ii) 154,192 shares received via pro rata distributions previously reported on the Form 4 filed by the Reporting Person on May 31, 2019.