UPWORK, INC — Director's Dealing 2019

Aug 23, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-08-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-20	Common Stock	M	41026	$2.76	Acquired	245932	Direct
2019-08-20	Common Stock	M	831	$2.76	Acquired	246763	Direct
2019-08-20	Common Stock	M	78143	$3.04	Acquired	324906	Direct
2019-08-20	Common Stock	S	120000	$14.5865	Disposed	204906	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-20	Employee Stock Option (Right to Buy)	$2.76	M	41026	Disposed	2024-04-06	Common Stock (41026)	Direct
2019-08-20	Employee Stock Option (Right to Buy)	$2.76	M	831	Disposed	2024-06-23	Common Stock (831)	Direct
2019-08-20	Employee Stock Option (Right to Buy)	$3.04	M	78143	Disposed	2022-06-24	Common Stock (78143)	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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.32 to $14.82 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.

F3: Held directly by the Reporting Person as custodian for his children.

F4: The stock option is fully vested and immediately exercisable.