UPWORK, INC — Director's Dealing 2020

May 22, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2020-05-19

Reporting Person: LAYTON THOMAS (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-19	Common Stock	J	5703	$0.00	Acquired	130703	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22787	Direct
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: 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.