UPWORK, INC — Director's Dealing 2019

Sep 23, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-09-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-19	Common Stock	M	50000	$3.68	Acquired	52266	Direct
2019-09-19	Common Stock	S	50000	$14.2982	Disposed	2266	Direct
2019-09-20	Common Stock	M	11175	$3.68	Acquired	13441	Direct
2019-09-20	Common Stock	S	11175	$13.8167	Disposed	2266	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-19	Employee Stock Option (Right to Buy)	$3.68	M	50000	Disposed	2027-09-25	Common Stock (50000)	Direct
2019-09-20	Employee Stock Option (Right to Buy)	$3.68	M	11175	Disposed	2027-09-25	Common Stock (11175)	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: Represents the aggregate of sales effected on the same day at different prices.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.14 to $14.49 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.6704 to $14.15 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.