UPWORK, INC — Director's Dealing 2019

Aug 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-08-09

Reporting Person: Brown Hayden (Chief Marketing & Product Ofcr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-09	Common Stock	M	15000	$3.68	Acquired	309081	Direct
2019-08-09	Common Stock	S	15000	$15.5286	Disposed	294081	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-09	Employee Stock Option (Right to Buy)	$3.68	M	15000	Disposed	2027-09-25	Common Stock (15000)	Direct

Footnotes

F1: The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: The stock option vested and became exercisable, and shall continue to vest and become exercisable, at a rate of 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.