UPWORK, INC — Director's Dealing 2020

Nov 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2020-11-23

Reporting Person: NELSON ELIZABETH A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-23	Common Stock	M	25000	$3.67	Acquired	54626	Direct
2020-11-23	Common Stock	S	41674	$35.1521	Disposed	12952	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-23	Director Stock Option (right to buy)	$3.67	M	25000	Disposed	2025-02-28	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	380027	Indirect

Footnotes

F1: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.31 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: The option is fully vested and exercisable.