UPWORK, INC — Director's Dealing 2021

May 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UPWORK, INC (UPWK)
CIK: 0001627475
Period of Report: 2021-05-03

Reporting Person: Brown Hayden (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-03	Common Sock	M	2375	$1.52	Acquired	468904	Direct
2021-05-03	Common Sock	M	20965	$3.04	Acquired	489869	Direct
2021-05-03	Common Sock	M	120597	$2.76	Acquired	610466	Direct
2021-05-03	Common Sock	M	13141	$3.67	Acquired	623607	Direct
2021-05-03	Common Sock	M	1359	$3.58	Acquired	624966	Direct
2021-05-03	Common Sock	M	41668	$3.03	Acquired	666634	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-03	Employee Stock Option (right to buy)	$1.52	M	2375	Disposed	2021-12-14	Common Stock (2375)	Direct
2021-05-03	Employee Stock Option (right to buy)	$3.04	M	20965	Disposed	2023-07-24	Common Stock (20965)	Direct
2021-05-03	Employee Stock Option (right to buy)	$2.76	M	120597	Disposed	2024-04-06	Common Stock (120597)	Direct
2021-05-03	Employee Stock Option (right to buy)	$3.67	M	13141	Disposed	2024-12-18	Common Stock (13141)	Direct
2021-05-03	Employee Stock Option (right to buy)	$3.58	M	1359	Disposed	2025-04-22	Common Sock (1359)	Direct
2021-05-03	Employee Stock Option (right to buy)	$3.03	M	41668	Disposed	2025-12-22	Common Sock (41668)	Direct

Footnotes

F1: The options are fully vested and immediately exercisable.