UPWORK, INC — Director's Dealing 2019

Jun 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-05-29

Reporting Person: MARRIOTT DAN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-29	Common Stock	J	386811	$0.00	Disposed	2654823	Indirect
2019-05-29	Common Stock	J	154192	$0.00	Acquired	163442	Direct

Footnotes

F1: Transactions reported on this line represent pro rata distributions, and not a purchase or sale of securities.

F2: 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.

F3: Transactions reported on this line represent pro rata distributions, and not a purchase or sale of securities, received by the Reporting Person.

F4: Represents: (i) 154,192 shares received via pro rata distributions; (ii) 584 restricted stock units ("RSUs") that vest on the earlier of (a) the date of the first annual meeting of the Issuer's stockholders and (b) June 30, 2019, in each case subject to the continuing service of the Reporting Person through such date; (iii) 1,166 vested RSUs; and (iv) 7,500 RSUs that vest on the earlier of (a) the date of the first annual meeting of the Issuer's stockholders and (b) July 3, 2019, in each case subject to the continuing service of the Reporting Person through such date.