UPWORK, INC — Director's Dealing 2022

Feb 12, 2022

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: UPWORK, INC (UPWK)
CIK: 0001627475
Period of Report: 2021-12-31

Reporting Person: GRETSCH GREGORY C. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-20	Common Stock	G	329336	$0.00	Disposed	635321	Direct
2021-04-20	Common Stock	G	329336	$0.00	Acquired	329336	Indirect
2021-04-23	CommonStock	G	392062	$0.00	Disposed	243259	Direct
2021-04-23	Common Stock	G	392062	$0.00	Acquired	721398	Indirect
2021-11-04	Common Stock	G	14792	$0.00	Disposed	228467	Direct
2021-11-04	Common Stock	G	14792	$0.00	Acquired	736190	Indirect
2021-11-04	Common Stock	G	14792	$0.00	Disposed	721398	Indirect

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: The shares are held by the Gretsch Revocable Trust, DTD 5/30/2008, of which the Reporting Person is the trustee.

F2: Represents shares of Common Stock that the holder donated as a gift to a donor advised fund.

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.