UPWORK, INC — Director's Dealing 2020

Jun 22, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2020-06-18

Reporting Person: Brown Hayden (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-18	Common Stock	M	3860	—	Acquired	347919	Direct
2020-06-18	Common Stock	M	54395	—	Acquired	402314	Direct
2020-06-18	Common Stock	S	23858	$11.9161	Disposed	378456	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-18	Restricted Stock Units (RSU)	$	M	3860	Disposed		Common Stock (3860)	Direct
2020-06-18	Restricted Stock Units (RSU)	$	M	54395	Disposed		Common Stock (54395)	Direct

Footnotes

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

F2: Includes 2,110 shares acquired under the Issuer's employee stock purchase plan on May 14, 2020.

F3: Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.79 to $12.20 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: 6.25% of the total shares vested on June 18, 2019, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer.

F6: 6.25% of the total shares vested on March 18, 2020, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment as the Chief Executive Officer of the Issuer.