UPWORK, INC — Director's Dealing 2020

Nov 11, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2020-11-06

Reporting Person: Gilpin Eric (Senior VP, Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-06	Common Stock	M	40000	$3.23	Acquired	42606	Direct
2020-11-06	Common Stock	M	50000	$4.04	Acquired	92606	Direct
2020-11-06	Common Stock	S	14924	$27.7941	Disposed	77682	Direct
2020-11-06	Common Stock	S	64853	$28.5352	Disposed	12829	Direct
2020-11-06	Common Stock	S	10223	$29.2602	Disposed	2606	Direct
2020-11-10	Common Stock	M	10000	$3.23	Acquired	12606	Direct
2020-11-10	Common Stock	S	1000	$25.975	Disposed	11606	Direct
2020-11-10	Common Stock	S	8500	$27.2614	Disposed	3106	Direct
2020-11-10	Common Stock	S	500	$27.912	Disposed	2606	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-06	Employee Stock Option (right to buy)	$3.23	M	40000	Disposed	2026-04-19	Common Stock (40000)	Direct
2020-11-06	Employee Stock Option (right to buy)	$4.04	M	50000	Disposed	2028-02-05	Common Stock (50000)	Direct
2020-11-10	Employee Stock Option (right to buy)	$3.23	M	10000	Disposed	2026-04-19	Common Stock (10000)	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.17 to $28.15 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.19 to $29.18 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.19 to $29.40 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.50 to $26.37 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.60 to $27.54 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.61 to $28.34 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.

F8: The stock option vested with respect to 1/5th of the total shares on April 20, 2017, and then 1/60th of the total shares vest monthly thereafter, subject to the continuing employment of the Reporting Person on each vesting date.

F9: The stock option vested with respect to 1/60th of the total shares on March 6, 2018, and then 1/60th of the total shares vest monthly thereafter, subject to the continuing employment of the Reporting Person on each vesting date.