UPWORK, INC — Director's Dealing 2021

Feb 12, 2021

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Upwork Inc. (UPWK)
CIK: 0001627475
Period of Report: 2020-12-31

Reporting Person: LAYTON THOMAS (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-09	Common Stock	G	22787	$0.00	Disposed	17701	Direct
2020-06-09	Common Stock	G	22787	$0.00	Acquired	4174564	Indirect
2020-12-23	Common Stock	G	1188	$0.00	Disposed	135911	Indirect

Footnotes

F1: 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.

F2: Represents shares of the Issuer's common stock that the Reporting Person gifted.

F3: Held by Thomas Layton, Trustee of the Thomas H Layton Separate Property Revocable Trust dtd 11/29/99.