UPWORK, INC — Director's Dealing 2020

Mar 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2020-03-06

Reporting Person: MARRIOTT DAN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-06	Common Stock	D	305127	$8.12	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	174756	Direct

Footnotes

F1: Stripes GP I, LLC (f/k/a SGGP I, LLC ("SGP")) has sole voting and dispositive power over the shares held by Stripes I, LP (f/k/a SG Growth Partners I, L.P.) Voting decisions with respect to such shares are made by Kenneth A. Fox and the Reporting Person, as the investment committee of SGP.

F2: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $7.88 to $8.46 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F3: Represents: (i) 20,564 RSUs previously reported on Form 4s filed by the Reporting Person and (ii) 154,192 shares received via pro rata distributions previously reported on the Form 4 filed by the Reporting Person on May 31, 2019.