UPWORK, INC — Director's Dealing 2020

Aug 12, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2020-08-07

Reporting Person: GRETSCH GREGORY C. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-07	Common Stock	P	100000	$14.7613	Acquired	737372	Direct
2020-08-07	Common Stock	P	100000	$14.7613	Acquired	616795	Indirect
2020-08-07	Common Stock	P	25944	$14.897	Acquired	25944	Indirect
2020-08-10	Common Stock	P	221900	$14.9504	Acquired	959272	Direct
2020-08-11	Common Stock	P	100000	$14.0299	Acquired	716795	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	266667	Indirect
Common Stock	95000	Indirect
Common Stock	769925	Indirect

Footnotes

F1: The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.44 to $14.9285 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 purchased at each separate price within the range set forth in this footnote.

F2: This number includes the in-kind distribution of 97,135 and 74,634 shares to the Reporting Person on June 2, 2020 and August 5, 2020, respectively, by entities affiliated with Sigma Management 6, LLC (the "Sigma Entities"), which shares the Reporting Person previously reported as indirectly held through the Sigma Entities.

F3: This number includes the in-kind distribution of 28,222 and 21,301 shares to the Reporting Person on June 2, 2020 and August 5, 2020, respectively, by the Sigma Entities, which shares the Reporting Person previously reported as indirectly held through the Sigma Entities.

F4: The shares are held by the Gregory C. Gretsch Trust, UAD 1/28/00, of which the Reporting Person is the trustee.

F5: The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.76 to $14.98 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 purchased 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 purchased in multiple transactions at prices ranging from $14.46 to $15.00 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 purchased 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 purchased in multiple transactions at prices ranging from $13.945 to $14.13 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 purchased at each separate price within the range set forth in this footnote.

F8: The Gretsch Revocable Trust is the general partner of each of Martis Creek Investments, L.P. - Fund 3, Martis Creek Investments, L.P. - Fund 4, and Martis Creek Investments, L.P. - Fund 5 (collectively, the "Martis Creek entities") and has sole voting and dispositive power over the shares held by the Martis Creek entities, and the voting decisions with respect to such shares are made by Gregory Gretsch, the Reporting Person.