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UPWORK, INC Director's Dealing 2019

May 21, 2019

31644_dirs_2019-05-20_0b16b449-b90c-44d9-8992-59babdf6ea34.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-05-16

Reporting Person: Brown Hayden (Chief Marketing & Product Ofcr)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2019-05-16 Common Stock S 2266 $15.8376 Disposed 291656 Direct

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F2: Represents the aggregate of sales effected on the same day at different prices. These shares were acquired on May 14, 2019 under the Issuer's employee stock purchase plan.

F3: Represents the weighted average sales price per share. The shares sold at prices ranging from $15.59 to $16.12 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.