UPWORK, INC — Director's Dealing 2020

Mar 9, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2020-03-05

Reporting Person: GRETSCH GREGORY C. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-05	Common Stock	P	150000	$8.0374	Acquired	195774	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	528378	Indirect
Common Stock	94296	Indirect
Common Stock	6594415	Indirect
Common Stock	178131	Direct
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 $7.92 to $8.15 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: This number also reflects 28,025 shares that were previously reported as directly held by the Reporting Person and the in-kind distribution of 17,749 shares by the Sigma Entities (as defined in footnote (5)) to its partners on November 7, 2019.

F3: The shares are held by the Gregory C. Gretsch Trust, UAD 1/28/00, of which the Reporting Person is the trustee.

F4: This number reflects the in-kind distribution of 194,032 shares by Sigma Associates 6, L.P. to its partners on November 7, 2019.

F5: 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.

F6: This number reflects the in-kind distribution of 34,430 shares by Sigma Investors 6, L.P. to its partners on November 7, 2019.

F7: This number reflects the in-kind distribution of 2,334,880 shares by Sigma Partners 6, L.P. to its partners on November 7, 2019.

F8: This number reflects the in-kind distribution of 61,097 shares to the Reporting Person on November 7, 2019 by the Sigma Entities, which shares the Reporting Person previously reported as indirectly held by the Sigma Entities, and 28,025 shares that were previously reported as directly held but that are held by the Gregory C. Gretsch Trust, UAD 1/28/00.

F9: 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.