UPWORK, INC — Director's Dealing 2019

Jun 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: MARRIOTT DAN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-05	Common Stock	A	11314	$0.00	Acquired	174756	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2654823	Indirect

Footnotes

F1: Represents awards of: (i) 9,174 restricted stock units ("RSUs") that 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; and (ii) 2,140 RSUs that 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 (i) the date of the Issuer's 2020 annual meeting of stockholders and (ii) 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.

F2: Represents: (i) the 11,314 RSUs reported in column 4 of Table I; (ii) 154,192 shares received via pro rata distributions previously reported on the Form 4 filed by the Reporting Person on May 31, 2019; and (iii) 9,250 vested RSUs.

F3: SGGP I, LLC ("SG GP") has sole voting and dispositive power over the shares held by SG Growth Partners I, L.P. Voting decisions with respect to such shares are made by Kenneth A. Fox and the Reporting Person, as the investment committee of SG GP.