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: 2019-11-18

Reporting Person: Yuan Han-Shen (SVP, Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-18	Common Stock	M	9578	$3.68	Acquired	12911	Direct
2019-11-18	Common Stock	S	9578	$12.0004	Disposed	3333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-18	Employee Stock Option (Right to Buy)	$3.68	M	9578	Disposed	2027-09-25	Common Stock (9578)	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 1,067 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 $12.00 to $12.005 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: The stock option vested and became exercisable, and shall continue to vest and become exercisable, with respect to 1/60th of the shares each month following the September 26, 2017 vesting commencement date, subject to the continuing employment of the Reporting Person on each vesting date.