UPWORK, INC — Director's Dealing 2022

Jun 7, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UPWORK, INC (UPWK)
CIK: 0001627475
Period of Report: 2022-06-02

Reporting Person: LAYTON THOMAS (Director, Chairperson)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-06-02	Common Stock	A	10192	$0.00	Acquired	17772	Direct
2022-06-02	Common Stock	A	3030	$0.00	Acquired	20802	Direct
2022-06-02	Common Stock	A	3305	$0.00	Acquired	24107	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3971975	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 2023 annual meeting of stockholders and (b) June 2, 2023, in each case subject to the continuing service of the Reporting Person through such date.

F2: This number reflects the forfeiture by the Reporting Person to the Issuer of an aggregate of 568 shares of Common Stock.

F3: Represents an award of RSUs. The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2022), 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 2023 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.

F4: 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.

F5: Held by Thomas Layton, Trustee of the Thomas H. Layton Separate Property Revocable Trust dtd 11/29/99.