UPWORK, INC — Director's Dealing 2019

Aug 12, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: MARRIOTT DAN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-09	Common Stock	S	1200000	$15.06	Disposed	1454823	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	174756	Direct

Footnotes

F1: SGGP I, LLC ("SG GP") has sole voting and dispositive power over the shares held by SG Growth Partners I, L.P. Voting decisions with respect to such shares are made by Kenneth A. Fox and the Reporting Person, as the investment committee of SG GP.

F2: Represents: (i) the 11,314 RSUs previously reported on the Form 4 filed by the Reporting Person on June 7, 2019; (ii) 154,192 shares received via pro rata distributions previously reported on the Form 4 filed by the Reporting Person on May 31, 2019; and (iii) 9,250 vested RSUs.