UPWORK, INC — Director's Dealing 2020

Jun 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2020-05-31

Reporting Person: LAYTON THOMAS (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-31	Common Stock	J	6396	$0.00	Acquired	137099	Indirect
2020-06-01	Common Stock	A	12952	$0.00	Acquired	35739	Direct
2020-06-01	Common Stock	A	3022	$0.00	Acquired	38761	Direct
2020-06-01	Common Stock	A	1727	$0.00	Acquired	40488	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4151777	Indirect

Footnotes

F1: Pro rata distribution from Benchmark Founders' Fund V, L.P. of which the Reporting Person is a limited partner.

F2: Held by Thomas Layton, Trustee of the Thomas H Layton Separate Property Revocable Trust dtd 11/29/99.

F3: Represents an award of 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 Holder through such date.

F4: 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 Holder 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 Issuer's 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 Holder through such date.

F5: Held by Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended.