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: LAYTON THOMAS (Director, Chairperson)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-01	Common Stock	A	4069	$0.00	Acquired	21770	Direct
2021-06-01	Common Stock	A	1316	$0.00	Acquired	23086	Direct
2021-06-01	Common Stock	A	957	$0.00	Acquired	24043	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4174564	Indirect
Common Stock	135911	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: Represents an award of RSUs. The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2021), subject to the continuing service of the Reporting Person on each vesting date; provided, however, that the final quarterly installment shall fully vest on the earlier of (a) the date immediately prior to the Issuer's 2022 annual meeting of stockholders and (b) the date that is the last day of the last full quarter of the vesting of such award, in each case subject to the continuing service of the Reporting Person through such date.

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