UPWORK, INC — Director's Dealing 2019

Jul 18, 2019

SEC Form 4/A — Form 4/A

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-06-05

Reporting Person: HARVEY KEVIN (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-05	Common Stock	A	9174	$0.00	Acquired	18424	Direct
2019-06-05	Common Stock	A	2140	$0.00	Acquired	20564	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1751315	Indirect
Common Stock	12852570	Indirect

Footnotes

F1: Represents an award of restricted stock units ("RSUs"). The RSUs vest on the earlier of (a) the date of the Issuer's 2020 annual meeting of stockholders and (b) June 5, 2020, in each case subject to the continuing service of the Reporting Person through such date.

F2: Represents an award of RSUs. The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2019), subject to the continuing service of the Reporting Person on each vesting date. The final quarterly installment shall fully vest on the earlier of (a) the date of the Issuer's 2020 annual meeting of stockholders and (b) the date that is the last day of the last full quarter of the vesting of such award, in each case subject to the continuing service of the Reporting Person through such date.

F3: Shares are held by a limited liability company controlled by Kevin Harvey.

F4: 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).