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: GRETSCH GREGORY C. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-01	Common Stock	A	4069	$0.00	Acquired	963341	Direct
2021-06-01	Common Stock	A	1316	$0.00	Acquired	964657	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	716795	Indirect
Common Stock	25944	Indirect
Common Stock	266667	Indirect
Common Stock	95000	Indirect
Common Stock	769925	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: The shares are held by the Gregory C. Gretsch Trust, UAD 1/28/00, of which the Reporting Person is the trustee.

F4: The Reporting Person has sole voting and dispositive power over the shares held by each of Martis Creek Investments, L.P. - Fund 3, Martis Creek Investments, L.P. - Fund 4, and Martis Creek Investments, L.P. - Fund 5.