UPWORK, INC — Director's Dealing 2019

Jun 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: LAYTON THOMAS (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-05	Common Stock	A	9174	—	Acquired	19424	Direct
2019-06-05	Common Stock	A	2140	—	Acquired	21564	Direct
2019-06-05	Common Stock	A	1223	—	Acquired	22787	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4141848	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: Held directly by Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended.