UPWORK, INC — Director's Dealing 2020

May 13, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2020-05-08

Reporting Person: GRETSCH GREGORY C. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-08	Common Stock	P	175000	$9.7059	Acquired	370774	Indirect
2020-05-08	Common Stock	P	175000	$9.7059	Acquired	353131	Direct
2020-05-11	Common Stock	P	96498	$10.3941	Acquired	467272	Indirect
2020-05-11	Common Stock	P	96498	$10.3941	Acquired	449629	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	528378	Indirect
Common Stock	94296	Indirect
Common Stock	6594415	Indirect
Common Stock	266667	Indirect
Common Stock	95000	Indirect
Common Stock	769925	Indirect

Footnotes

F1: The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.45 to $9.92 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 purchased at each separate price within the range set forth in this footnote.

F2: The shares are held by the Gregory C. Gretsch Trust, UAD 1/28/00, of which the Reporting Person is the trustee.

F3: The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.975 to $10.50 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 purchased at each separate price within the range set forth in this footnote.

F4: Sigma Management 6, L.L.C. is the general partner of each of Sigma Associates 6, L.P., Sigma Investors 6, L.P., and Sigma Partners 6, L.P., (collectively, the "Sigma Entities"). Robert E. Davoli, Clifford Haas, Lawrence G. Finch, Gregory C. Gretsch (the Reporting Person and a member of the Issuer's board of directors), John Mandile, Peter Solvik, Robert Spinner, and Wade Woodson are the managing members of Sigma Management 6, L.L.C. and share voting and investment power with respect to the shares held by the Sigma Entities.

F5: The Gretsch Revocable Trust is the general partner of each of Martis Creek Investments, L.P. - Fund 3, Martis Creek Investments, L.P. - Fund 4, and Martis Creek Investments, L.P. - Fund 5 (collectively, the "Martis Creek entities") and has sole voting and dispositive power over the shares held by the Martis Creek entities, and the voting decisions with respect to such shares are made by Gregory Gretsch, the Reporting Person.