UPWORK, INC — Director's Dealing 2020

Mar 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: LAYTON THOMAS (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-03	Common Stock	P	100000	$8.1126	Acquired	100000	Indirect
2020-03-05	Common Stock	P	25000	$7.988	Acquired	125000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22787	Direct
Common Stock	4151777	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 $7.97 to $8.33 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: Held by Thomas Layton, Trustee of the Thomas H Layton Separate Property Revocable Trust dtd 11/29/99.

F3: The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.98 to $7.99 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: 9,929 shares were previously reported as held directly by the Reporting Person but are held instead by the Layton Community Property Trust dated November 29, 1999, as amended.

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.