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: 2019-08-19

Reporting Person: SPURLOCK STEVEN M (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-19	Common Stock	S	30454	$15.0038	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9852570	Indirect

Footnotes

F1: The price reported in Column 4 is a weighed average price. These shares were sold in multiple transactions at prices ranging from $15.00 to $15.025, 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.

F2: Shares are held by Steven M. Spurlock's family trust.

F3: 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).