UPWORK, INC — Director's Dealing 2021

Nov 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UPWORK, INC (UPWK)
CIK: 0001627475
Period of Report: 2021-11-04

Reporting Person: LAYTON THOMAS (Director, Chairperson)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-04	Common Stock	S	99220	$50.2704	Disposed	4075344	Indirect
2021-11-05	Common Stock	S	6566	$50.0709	Disposed	4068778	Indirect
2021-11-05	Common Stock	S	15895	$50.3237	Disposed	8148	Direct
2021-11-08	Common Stock	S	6270	$50.1299	Disposed	4062508	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	135911	Indirect

Footnotes

F1: The reported sales transaction was executed by the Reporting Person in connection with a negotiation of separation of assets in anticipation of a potential divorce settlement agreement.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.79 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 sold at each separate price within the range set forth in this footnote.

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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.82 to $50.18 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 sold at each separate price within the range set forth in this footnote.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.82 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 sold at each separate price within the range set forth in this footnote.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.42 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 sold at each separate price within the range set forth in this footnote.

F7: Held by Thomas Layton, Trustee of the Thomas H. Layton Separate Property Revocable Trust dtd 11/29/99.