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: SIGMA PARTNERS 6 LP (10% Owner)
Reporting Person: Sigma Associates 6, L.P. (10% Owner)
Reporting Person: SIGMA INVESTORS 6 LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-08	Common Stock	J	3702440	—	Disposed	8939295	Indirect
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	964688	—	Acquired	964688	Indirect
2019-08-08	Common Stock	J	964688	—	Disposed	0	Indirect

Footnotes

F1: Represents an in-kind distribution to the partners of Sigma Partners 6, L.P. ("Sigma Partners 6") without the receipt of consideration.

F2: These shares are held by Sigma Partners 6. Sigma Management 6, L.L.C. (the "General Partner") is the general partner of Sigma Partners 6. The General Partner disclaims beneficial ownership of such shares, except to the extent of the General Partner's pecuniary interest therein.

F3: Represents an in-kind distribution to the partners of Sigma Associates 6, L.P. ("Sigma Associates 6") without the receipt of consideration.

F4: These shares are held by Sigma Associates 6. The General Partner is the general partner of Sigma Associates 6. The General Partner disclaims beneficial ownership of such shares, except to the extent of the General Partner's pecuniary interest therein.

F5: Represents an in-kind distribution to the partners of Sigma Investors 6, L.P. ("Sigma Investors 6") without the receipt of consideration.

F6: These shares are held by Sigma Investors 6. The General Partner is the general partner of Sigma Investors 6. The General Partner disclaims beneficial ownership of such shares, except to the extent of the General Partner's pecuniary interest therein.

F7: Robert E. Davoli, Lawrence G. Finch, Clifford L. Haas, John R. Mandile, Gregory C. Gretsch, Peter Solvik, Robert Spinner and Wade Woodson are the managing members of the General Partner (the "Managing Members"). Each Managing Member disclaims beneficial ownership of all securities held by Sigma Partners 6, Sigma Associates 6 and Sigma Investors 6, except to the extent of each Managing Member's pecuniary interest therein. Mr. Gretsch is a director of the Issuer and, accordingly, files separate Section 16 reports.

F8: Represents a receipt of shares from an in-kind distribution by Sigma Partners 6 and Sigma Investors 6, to the General Partner without receipt of consideration.

F9: These shares are held by the General Partner. Robert E. Davoli, Lawrence G. Finch, Clifford L. Haas, John R. Mandile, Gregory C. Gretsch, Peter Solvik, Robert Spinner and Wade Woodson are the managing members of the General Partner.

F10: Represents an in-kind distribution by the General Partner to the Managing Members and their affiliated entities.