UPWORK, INC — Director's Dealing 2019

Jul 12, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-07-09

Reporting Person: Srinivasan Leela (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-09	Common Stock	A	19379	—	Acquired	19379	Direct
2019-07-09	Common Stock	A	9689	—	Acquired	29068	Direct

Footnotes

F1: Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive 1 share of the Issuer's common stock upon settlement.

F2: The RSUs vest as to 1/3 of the total number of shares on July 9, 2020 and then 1/3 of the total number of shares vest on July 9th of each successive year thereafter, subject to continued service through each vesting date; provided, however, that the final annual installment of the award shall fully vest on the earlier of (a) the date immediately prior to the Issuer's annual meeting of stockholders in the last full year of the vesting of the award and (b) the date that is the last day of the last full year of the vesting of the award, in each case, subject to continued service through each vesting date.

F3: The RSUs shall fully vest on the earlier of (a) the date immediately prior to the Issuer's next annual meeting of stockholders and (b) the date that is one year following the award grant date, subject to continued service through such vesting date.