UPWORK, INC — Director's Dealing 2019

Aug 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-08-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-16	Common Stock	M	50000	$3.18	Acquired	52266	Direct
2019-08-16	Common Stock	S	50000	$15.0472	Disposed	2266	Direct
2019-08-19	Common Stock	M	50000	$3.18	Acquired	52266	Direct
2019-08-19	Common Stock	S	50000	$14.9501	Disposed	2266	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-16	Employee Stock Option (Right to Buy)	$3.18	M	50000	Disposed	2025-09-20	Common Stock (50000)	Direct
2019-08-19	Employee Stock Option (Right to Buy)	$3.18	M	50000	Disposed	2025-09-20	Common Stock (50000)	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 $14.89 to $15.20 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.82 to $15.15 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.

F4: The stock option vested and became exercisable, and shall continue to vest and become exercisable, with respect to 1/5th of the shares on June 16, 2016, and an additional 1/60th of the shares monthly thereafter, subject to the continuing employment of the Reporting Person on each vesting date.