UPWORK, INC — Director's Dealing 2019

May 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-05-09

Reporting Person: MARRIOTT DAN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-09	Common Stock	J	2132734	$0.00	Disposed	3041634	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9250	Direct

Footnotes

F1: Transactions reported on this form represent pro rata distributions, and not a purchase or sale of securities, by SG Growth Partners I, L.P. ("SG LP") to its limited partners and its general partner, SGGP I, LLC ("SG GP"), and certain of its affiliates, without consideration.

F2: SG GP has sole voting and dispositive power over the shares held by SG LP. Voting decisions with respect to such shares are made by Kenneth A. Fox and Dan Marriott, the Reporting Person and a member of the Issuer's board of directors, as the investment committee of SG GP.

F3: Represents: (i) 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; (ii) 1,166 vested RSUs; and (iii) 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.