Hayden Brown - Jun 18, 2021 Form 4 Insider Report for UPWORK, INC (UPWK)

Role
President & CEO, Director
Signature
/s/ Jacob McQuown, Attorney-in-Fact
Stock symbol
UPWK
Transactions as of
Jun 18, 2021
Transactions value $
-$1,671,845
Form type
4
Date filed
6/22/2021, 07:15 PM
Previous filing
May 20, 2021
Next filing
Jun 25, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPWK Common Stock Options Exercise +3.86K +0.58% 674K Jun 18, 2021 Direct F1
transaction UPWK Common Stock Options Exercise +54.4K +8.07% 728K Jun 18, 2021 Direct F1
transaction UPWK Common Stock Sale -$998K -20.9K -2.87% $47.70 707K Jun 18, 2021 Direct F2, F3
transaction UPWK Common Stock Sale -$464K -9.59K -1.36% $48.33 698K Jun 18, 2021 Direct F2, F4
transaction UPWK Common Stock Options Exercise $15K +4.08K +0.59% $3.68 702K Jun 22, 2021 Direct
transaction UPWK Common Stock Sale -$225K -4.08K -0.58% $55.08 698K Jun 22, 2021 Direct F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction UPWK Restricted Stock Units (RSU) Options Exercise $0 -3.86K -12.5% $0.00 27K Jun 18, 2021 Common Stock 3.86K Direct F1, F7
transaction UPWK Restricted Stock Units (RSU) Options Exercise $0 -54.4K -9.09% $0.00 544K Jun 18, 2021 Common Stock 54.4K Direct F1, F8
transaction UPWK Employee Stock Option (right to buy) Options Exercise $0 -4.08K -1.07% $0.00 378K Jun 22, 2021 Common Stock 4.08K $3.68 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
F2 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.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.17 to $48.13 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.
F4 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.17 to $48.48 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.
F5 This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
F6 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.00 to $55.24 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.
F7 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.
F8 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.
F9 The options vested with respect to 1/60th of the total shares on October 26, 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.