Hayden Brown - Feb 18, 2023 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: Feb 18, 2023
Transactions value $: -$240,042
Form type: 4
Date filed: 2/22/2023, 07:32 PM
Previous filing: Dec 20, 2022
Next filing: Mar 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPWK	Common Stock	Options Exercise		+5.1K	+0.56%		909K	Feb 18, 2023	Direct	F1
transaction	UPWK	Common Stock	Options Exercise		+2.56K	+0.28%		912K	Feb 18, 2023	Direct	F1
transaction	UPWK	Common Stock	Options Exercise		+38.4K	+4.21%		950K	Feb 18, 2023	Direct	F1
transaction	UPWK	Common Stock	Options Exercise		+7.61K	+0.8%		957K	Feb 18, 2023	Direct	F1
transaction	UPWK	Common Stock	Sale	-$240K	-20.9K	-2.19%	$11.47	937K	Feb 21, 2023	Direct	F2, F3

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	+153K		$0.00	153K	Feb 18, 2023	Common Stock	153K		Direct	F1, F4
transaction	UPWK	Restricted Stock Units (RSU)	Award	$0	+293K		$0.00	293K	Feb 18, 2023	Common Stock	293K		Direct	F1, F5
transaction	UPWK	Restricted Stock Units (RSU)	Options Exercise	$0	-5.1K	-11.11%	$0.00	40.8K	Feb 18, 2023	Common Stock	5.1K		Direct	F1, F6
transaction	UPWK	Restricted Stock Units (RSU)	Options Exercise	$0	-2.56K	-11.11%	$0.00	20.5K	Feb 18, 2023	Common Stock	2.56K		Direct	F1, F7
transaction	UPWK	Restricted Stock Units (RSU)	Options Exercise	$0	-38.4K	-25%	$0.00	115K	Feb 18, 2023	Common Stock	38.4K		Direct	F1, F4
transaction	UPWK	Restricted Stock Units (RSU)	Options Exercise	$0	-7.61K	-7.69%	$0.00	91.3K	Feb 18, 2023	Common Stock	7.61K		Direct	F1, F8

* 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 $11.38 to $11.62 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 RSUs vest 25% on February 18, 2023, 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 on each vesting date.
F5	The RSUs vest in equal quarterly installments over four years beginning on May 18, 2023, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
F6	The RSUs vest 25% on February 18, 2022, 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 on each vesting date.
F7	The RSUs vest in equal quarterly installments over four years beginning on May 18, 2021, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
F8	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.