UPWORK, INC — Director's Dealing 2019

Nov 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-11-19

Reporting Person: Kasriel Stephane (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-19	Common Stock	M	60000	$3.04	Acquired	265181	Direct
2019-11-19	Common Stock	S	60000	$11.7049	Disposed	205181	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-19	Employee Stock Option (Right to Buy)	$3.04	M	60000	Disposed	2022-06-24	Common Stock (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18152	Direct

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F2: Includes 275 shares acquired under the Issuer's employee stock purchase plan on November 14, 2019.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.51 to $11.86 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: Held directly by the Reporting Person as custodian for his children.

F5: The stock option is fully vested and immediately exercisable.