UPWORK, INC — Director's Dealing 2024

Jun 12, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UPWORK, INC (UPWK)
CIK: 0001627475
Period of Report: 2024-06-07

Reporting Person: LAYTON THOMAS (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-06-07	Common Stock	A	16299.00	$0.00	Acquired	42208.00	Direct
2024-06-07	Common Stock	A	4845.00	$0.00	Acquired	47053.00	Direct
2024-06-07	Common Stock	A	5286.00	$0.00	Acquired	52339.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2086795.00	Indirect

Footnotes

F1: Represents an award of Restricted Stock Units ("RSUs"). The RSUs vest 100% on the earlier of (a) the date immediately prior to the Issuer's 2025 annual meeting of stockholders and (b) June 7, 2025, in each case subject to the continuing service of the Reporting Person through such date.

F2: Represents an award of RSUs. The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2024), 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 2025 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.

F3: Reflects (i) the gift of 3,484 shares by the Reporting Person to a trust for the benefit of the Reporting Person and (ii) the transfer of 2,055,651 shares to the Reporting Person's ex-spouse pursuant to a divorce settlement. The securities owned by the ex-spouse are not beneficially owned by the Reporting Person.

F4: Shares are held by a trust for the benefit of the Reporting Person.