Hayden Brown - Feb 18, 2022 Form 4/A - Amendment Insider Report for UPWORK, INC (UPWK)

Role: President & CEO, Director
Signature: /s/ Jacob McQuown, Attorney-in-Fact
Stock symbol: UPWK
Transactions as of: Feb 18, 2022
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 2/24/2022, 06:02 PM
Date Of Original Report: Feb 23, 2022
Previous filing: Feb 8, 2022
Next filing: Mar 22, 2022

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)	Award	$0	+122K		$0.00	122K	Feb 18, 2022	Common Stock	122K		Direct	F1, F2

* 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	The RSUs vest in equal quarterly installments over four years beginning on May 18, 2022, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.

Remarks:

This amended Form 4 is being filed solely to report the award of the above-referenced restricted stock units, which award was inadvertently omitted from the Form 4 filed on February 23, 2022. All other information reported in the originally filed Form 4 remains the same.