UPWORK, INC — Director's Dealing 2019

Feb 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2019-02-11

Reporting Person: Yuan Han-Shen (SVP, Engineering)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-11	Restricted Stock Units	$0	A	31023	Acquired		Common Stock (31023)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

F2: The RSUs will vest in equal quarterly installments over three years beginning on January 18, 2021, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.