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: GRETSCH GREGORY C. (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	285238.00	Direct
2024-06-07	Common Stock	A	4845.00	$0.00	Acquired	290083.00	Direct
2024-06-10	Common Stock	G	47039.00	$0.00	Disposed	243044.00	Direct
2024-06-10	Common Stock	G	47039.00	$0.00	Acquired	761201.00	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35020.00	Indirect
Common Stock	716795.00	Indirect
Common Stock	1131592.00	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: Shares are held by a trust for the benefit of the Reporting Person and his spouse.

F4: Shares are held by a trust for the benefit of the Reporting Person's children

F5: Shares are held by a trust for the benefit of the Reporting Person.

F6: Shares are held by a limited partnership controlled by the Reporting Person.