UPWORK, INC — Director's Dealing 2019

Apr 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-04-01

Reporting Person: Globespan Management Associates IV, LLC (10% Owner)
Reporting Person: GLOBESPAN CAPITAL PARTNERS IV LP (10% Owner)
Reporting Person: Goldfarb Andrew P (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-01	Common Stock	S	1699705	$18.00	Disposed	8986001	Indirect
2019-04-01	Common Stock	S	254	$18.87	Disposed	8985747	Indirect
2019-04-01	Common Stock	S	116606	$18.00	Disposed	616477	Indirect
2019-04-01	Common Stock	S	18	$18.87	Disposed	616459	Indirect
2019-04-01	Common Stock	S	105027	$18.00	Disposed	555259	Indirect
2019-04-01	Common Stock	S	16	$18.87	Disposed	555243	Indirect
2019-04-01	Common Stock	S	46299	$18.00	Disposed	244777	Indirect
2019-04-01	Common Stock	S	7	$18.87	Disposed	244770	Indirect
2019-04-01	Common Stock	S	32063	$18.00	Disposed	169513	Indirect
2019-04-01	Common Stock	S	5	$18.87	Disposed	169508	Indirect

Footnotes

F1: The transaction was executed in multiple trades at prices ranging from $17.735 to $18.59. The prices above in Column 4 reflect weighted average prices. Detailed information regarding the number of shares transacted at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.

F2: Held directly by Globespan Capital Partners IV, L.P.

F3: The transaction was executed in multiple trades at prices ranging from $18.81 to $19.00. The prices above in Column 4 reflect weighted average prices. Detailed information regarding the number of shares transacted at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.

F4: Held directly by Globespan Capital Partners (Cayman) IV, L.P.

F5: Held directly by JAFCO Globespan USIT IV, L.P.

F6: Held directly by Globespan Capital Partners IV GmbH & Co. KG.

F7: Held directly by GCP IV Affiliates Fund, L.P.

F8: The filing of this Form 4 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any of the shares of common stock, of the Issuer. The Reporting Persons disclaim such beneficial ownership, except to the extent of their pecuniary interest.