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Filing Details

Accession Number:: 0001209191-20-057763
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-11-10 18:58:02
Reporting Period:: 2020-11-06

Accepted Time:: 2020-11-10 18:58:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1627475	Upwork Inc.	UPWK	Services-Computer Processing & Data Preparation (7374)	464337682

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1809355	Eric Gilpin	C/O Upwork Inc. 2625 Augustine Drive, Suite 601 Santa Clara CA 95054	Senior Vp, Sales	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2020-11-06	40,000	$3.23	42,606	No	4	M	Direct
Common Stock	Acquisiton	2020-11-06	50,000	$4.04	92,606	No	4	M	Direct
Common Stock	Disposition	2020-11-06	14,924	$27.79	77,682	No	4	S	Direct
Common Stock	Disposition	2020-11-06	64,853	$28.54	12,829	No	4	S	Direct
Common Stock	Disposition	2020-11-06	10,223	$29.26	2,606	No	4	S	Direct
Common Stock	Acquisiton	2020-11-10	10,000	$3.23	12,606	No	4	M	Direct
Common Stock	Disposition	2020-11-10	1,000	$25.98	11,606	No	4	S	Direct
Common Stock	Disposition	2020-11-10	8,500	$27.26	3,106	No	4	S	Direct
Common Stock	Disposition	2020-11-10	500	$27.91	2,606	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (right to buy)	Disposition	2020-11-06	40,000	$0.00	40,000	$3.23
Common Stock	Employee Stock Option (right to buy)	Disposition	2020-11-06	50,000	$0.00	50,000	$4.04
Common Stock	Employee Stock Option (right to buy)	Disposition	2020-11-10	10,000	$0.00	10,000	$3.23

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
180,000	2026-04-19	No	4	M	Direct
50,000	2028-02-05	No	4	M	Direct
170,000	2026-04-19	No	4	M	Direct

Footnotes

This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.17 to $28.15 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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.19 to $29.18 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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.19 to $29.40 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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.50 to $26.37 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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.60 to $27.54 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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.61 to $28.34 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.
The stock option vested with respect to 1/5th of the total shares on April 20, 2017, and then 1/60th of the total shares vest monthly thereafter, subject to the continuing employment of the Reporting Person on each vesting date.
The stock option vested with respect to 1/60th of the total shares on March 6, 2018, and then 1/60th of the total shares vest monthly thereafter, subject to the continuing employment of the Reporting Person on each vesting date.