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: 2019-08-08

Reporting Person: GRETSCH GREGORY C. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-08	Common Stock	J	306367	—	Disposed	722410	Indirect
2019-08-08	Common Stock	J	54364	—	Disposed	128726	Indirect
2019-08-08	Common Stock	J	3702440	—	Disposed	8939295	Indirect
2019-08-08	Common Stock	J	124495	—	Acquired	145059	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	266667	Indirect
Common Stock	95000	Indirect
Common Stock	769925	Indirect

Footnotes

F1: Pro rata distribution to the general and limited partners.

F2: Sigma Management 6, L.L.C. is the general partner of each of Sigma Associates 6, L.P., Sigma Investors 6, L.P., and Sigma Partners 6, L.P., (collectively, the "Sigma Entities"). Robert E. Davoli, Clifford Haas, Lawrence G. Finch, Gregory C. Gretsch (the Reporting Person and a member of the Issuer's board of directors), John Mandile, Peter Solvik, Robert Spinner, and Wade Woodson are the managing members of Sigma Management 6, L.L.C. and share voting and investment power with respect to the shares held by the Sigma Entities.

F3: Pro rata distribution from Sigma Management 6, L.L.C. (96,470 shares) and Sigma Associates 6, L.P. (28,025 shares).

F4: The Gretsch Revocable Trust is the general partner of each of Martis Creek Investments, L.P. - Fund 3, Martis Creek Investments, L.P. - Fund 4, and Martis Creek Investments, L.P. - Fund 5 (collectively, the "Martis Creek entities") and has sole voting and dispositive power over the shares held by the Martis Creek entities, and the voting decisions with respect to such shares are made by Gregory Gretsch, the Reporting Person.