UPWORK, INC — Director's Dealing 2019

May 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-05-10

Reporting Person: Kasriel Stephane (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-10	Common Stock	M	280000	$2.76	Acquired	481848	Direct
2019-05-10	Common Stock	S	209863	$16.1999	Disposed	271985	Direct
2019-05-10	Common Stock	S	70137	$16.7848	Disposed	201848	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-10	Employee Stock Option (right to buy)	$2.76	M	9225	Disposed	2024-04-06	Common Stock (9225)	Direct
2019-05-10	Employee Stock Option (right to buy)	$2.76	M	270775	Disposed	2024-04-06	Common Stock (270775)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18152	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.

F3: Represents the weighted average sales price per share. The shares sold at prices ranging from $15.68 to $16.65 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.

F4: Represents the weighted average sales price per share. The shares sold at prices ranging from $16.69 to $16.89 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.

F5: Held directly by the Reporting Person as custodian for his children.

F6: The stock option is fully vested and immediately exercisable.