UPWORK, INC — Director's Dealing 2019

Sep 17, 2019

SEC Form 4/A — Form 4/A

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-08-08

Reporting Person: SPURLOCK STEVEN M (10% Owner)
Reporting Person: BALKANSKI ALEXANDRE (10% Owner)
Reporting Person: DUNLEVIE BRUCE (10% Owner)
Reporting Person: FENTON PETER H (10% Owner)
Reporting Person: GURLEY J WILLIAM (10% Owner)
Reporting Person: KAGLE ROBERT (10% Owner)
Reporting Person: LASKY MITCHELL (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-08	Common Stock	J	3000000	$0.00	Disposed	9852570	Indirect
2019-08-08	Common Stock	J	31971	$0.00	Acquired	31971	Indirect
2019-08-09	Common Stock	S	1517	$15.7725	Disposed	30454	Indirect
2019-08-08	Common Stock	J	113272	$0.00	Acquired	113272	Indirect
2019-08-08	Common Stock	J	16305	$0.00	Acquired	16305	Indirect
2019-08-08	Common Stock	J	106285	$0.00	Acquired	106285	Indirect
2019-08-09	Common Stock	S	70608	$15.3971	Disposed	35677	Indirect
2019-08-08	Common Stock	J	38820	$0.00	Acquired	38820	Indirect
2019-08-09	Common Stock	S	25789	$15.3971	Disposed	13031	Indirect
2019-08-08	Common Stock	J	120118	$0.00	Acquired	120118	Indirect
2019-08-09	Common Stock	S	6069	$15.7725	Disposed	114049	Indirect
2019-08-08	Common Stock	J	126485	$0.00	Acquired	126485	Indirect
2019-08-09	Common Stock	S	6069	$15.7725	Disposed	120416	Indirect
2019-08-08	Common Stock	J	1398	$0.00	Acquired	1398	Indirect
2019-08-08	Common Stock	J	121813	$0.00	Acquired	121813	Indirect
2019-08-08	Common Stock	J	56365	$0.00	Acquired	56365	Indirect

Footnotes

F1: Represents a pro-rata, in-kind distribution by BCP V and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.

F2: Shares are held directly by Benchmark Capital Partners V, L.P. ("BCP V"), as nominee for BCP V, Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B") and related persons. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole voting and dispositive power over such shares. Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC V, may be deemed to share voting and dispositive power over these shares. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).

F3: Shares are held by Steven M. Spurlock's family trust.

F4: The price reported in Column 4 is a weighed average price. These shares were sold in multiple transactions at prices ranging from $15.51 to $16.00, 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 request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: Shares are held by Alexandre Balkanski's family trust.

F6: Shares are held by a limited partnership controlled by Alexandre Balkanski.

F7: Shares are held by Bruce W. Dunlevie's family trust.

F8: The price reported in Column 4 is a weighed average price. These shares were sold in multiple transactions at prices ranging from $15.04 to $16.01, 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 request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F9: Shares are held by a limited partnership controlled by Bruce W. Dunlevie.

F10: Shares are held by Peter H. Fenton's trust.

F11: Shares are held by J. William Gurley's trust.

F12: Shares are held by a limited partnership controlled by J. William Gurley.

F13: Shares are held by Robert C. Kagle.

F14: Shares are held by Mitchell H. Lasky's family trust.