UPWORK, INC — Director's Dealing 2020

Jun 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2020-06-01

Reporting Person: HARVEY KEVIN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-01	Common Stock	A	12952	$0.00	Acquired	33516	Direct
2020-06-01	Common Stock	A	3022	$0.00	Acquired	37538	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1751315	Indirect
Common Stock	575142	Indirect

Footnotes

F1: Represents an award of restricted stock units ("RSUs"). The RSUs vest 100% on the earlier of (a) the date immediately prior to the Issuer's 2021 annual meeting of stockholders and (b) June 1, 2021, in each case subject to the continuing service of the Reporting Person through such date.

F2: Represents an award of RSUs. The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2020), subject to the continuing service of the Reporting Person on each vesting date; provided, however, that the final quarterly installment shall fully vest on the earlier of (a) the date immediately prior to the 2021 annual meeting of stockholders and (b) the date that is the last day of the last full quarter of the vesting of such award, in each case subject to the continuing service of the Reporting Person through such date.

F3: Shares are held by a limited liability company controlled by the Reporting Person.

F4: Shares are held by the Reporting Person's family trust.