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: Brown Hayden (Chief Marketing & Product Ofcr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-10	Common Stock	M	3750	$1.52	Acquired	295406	Direct
2019-05-10	Common Stock	S	3750	$16.58	Disposed	291656	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-10	Employee Stock Option (right to buy)	$1.52	M	3750	Disposed	2021-12-14	Common Stock (3750)	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: The stock option is fully vested and immediately exercisable.