UPWORK, INC — Director's Dealing 2022

Oct 4, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UPWORK, INC (UPWK)
CIK: 0001627475
Period of Report: 2022-09-29

Reporting Person: McCombs Jeff (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-29	Common Stock	M	137174	—	Acquired	155862	Direct
2022-09-29	Common Stock	S	71753	$13.8169	Disposed	84109	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-29	Restricted Stock Units (RSU)	$	M	137174	Disposed		Common Stock (137174)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

F2: Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.63 to $14.08 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: Pursuant to the Transition and Separation Agreement entered into by and between the Issuer and the Reporting Person dated as of September 21, 2022, 137,174 of the shares initially subject to the restricted stock unit award granted to the Reporting Person on August 4, 2020 accelerated and became fully vested as of September 29, 2022.