UPWORK, INC — Director's Dealing 2021

Jun 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UPWORK, INC (UPWK)
CIK: 0001627475
Period of Report: 2021-06-01

Reporting Person: NELSON ELIZABETH A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-01	Common Stock	A	4069	$0.00	Acquired	17021	Direct
2021-06-01	Common Stock	S	12952	$47.8588	Disposed	4069	Direct
2021-06-02	Common Stock	M	5000	$3.67	Acquired	9069	Direct
2021-06-02	Common Stock	S	5000	$48.1036	Disposed	4069	Direct
2021-06-03	Common Stock	M	10000	$3.67	Acquired	14069	Direct
2021-06-03	Common Stock	S	10000	$47.3831	Disposed	4069	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-02	Director Stock Option (right to buy)	$3.67	M	5000	Disposed	2025-02-28	Common Stock (5000)	Direct
2021-06-03	Director Stock Option (right to buy)	$3.67	M	10000	Disposed	2025-02-28	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	380027	Indirect

Footnotes

F1: Represents an award of RSUs. The RSUs vest 100% on the earlier of (a) the date immediately prior to the Issuer's 2022 annual meeting of stockholders and (b) June 1, 2022, in each case subject to the continuing service of the Reporting Person through such date.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.64 to $48.06 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.92 to $48.33 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 sold at each separate price within the range set forth in this footnote.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.17 to $47.73 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 option is fully vested and exercisable.