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Filing Details

Accession Number:: 0001209191-21-065292
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-17 19:19:46
Reporting Period:: 2021-11-15

Accepted Time:: 2021-11-17 19:19:46
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1627475	Upwork Inc	UPWK	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1079457	Thomas Layton	C/O Upwork Inc., 475 Brannan Street, Suite 430 San Francisco CA 94107		Yes	No	No	Yes

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	Explanation
Common Stock	Disposition	2021-11-15	55,630	$46.17	4,006,878	No	4	S	Indirect	See footnote
Common Stock	Disposition	2021-11-15	13,219	$47.17	3,993,659	No	4	S	Indirect	See footnote
Common Stock	Disposition	2021-11-16	13,432	$45.29	3,980,227	No	4	S	Indirect	See footnote
Common Stock	Disposition	2021-11-17	8,252	$45.49	3,971,975	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	8,148	Direct
Common Stock	135,911	Indirect	See footnote

Footnotes

The reported sales transaction was executed by the Reporting Person in connection with a negotiation of separation of assets in anticipation of a potential divorce settlement agreement.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.82 to $46.81 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 amount of securities reflects the acquisition and immediate transfer without consideration by the Reporting Person to Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended (the "Trust"), of 15,895 shares of the Issuer's Common Stock on November 5, 2021, which voluntary transaction was not reported on the Form 4 filed on November 8, 2021 due to an administrative error. The 15,895 transferred shares were sold by the Trust instead of by the Reporting Person on November 5, 2021, as was reported on the Form 4 filed on November 8, 2021.
Held by Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.82 to $47.67 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 $45.25 to $45.34 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.25 to $45.94 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.
Held by Thomas Layton, Trustee of the Thomas H. Layton Separate Property Revocable Trust dtd 11/29/99.