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Filing Details

Accession Number:: 0001209191-21-057102
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-09-21 18:59:50
Reporting Period:: 2021-09-18

Accepted Time:: 2021-09-21 18:59:50
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
1753662	Hayden Brown	C/O Upwork Inc., 475 Brannan Street, Suite 430 San Francisco CA 94107	President & Ceo	Yes	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	2021-09-18	3,860	$0.00	704,140	No	4	M	Direct
Common Stock	Acquisiton	2021-09-18	54,395	$0.00	758,535	No	4	M	Direct
Common Stock	Disposition	2021-09-20	28,437	$47.51	730,098	No	4	S	Direct
Common Stock	Disposition	2021-09-20	3,606	$47.99	726,492	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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Units (RSU)	Disposition	2021-09-18	3,860	$0.00	3,860	$0.00
Common Stock	Restricted Stock Units (RSU)	Disposition	2021-09-18	54,395	$0.00	54,395	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
23,160			No	4	M	Direct
489,557			No	4	M	Direct

Footnotes

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade 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 $46.96 to $47.94 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 $47.96 to $48.04 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.
6.25% of the total shares vested on June 18, 2019, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer.
6.25% of the total shares vested on March 18, 2020, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment as the Chief Executive Officer of the Issuer.