UPWORK, INC — Director's Dealing 2020

Aug 8, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Srinivasan Leela (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-07	Common Stock	S	5975	$14.4881	Disposed	36045	Direct

Footnotes

F1: The sale of shares is for the sole purpose of covering the Reporting Person's tax liability resulting from the settlement of restricted stock units.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.435 to $14.60 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.