Dave Bottoms - May 18, 2024 Form 4 Insider Report for UPWORK, INC (UPWK)

Role
GM VP II, Marketplace
Signature
/s/ Jacob McQuown, Attorney-in-Fact
Stock symbol
UPWK
Transactions as of
May 18, 2024
Transactions value $
-$41,415
Form type
4
Date filed
5/21/2024, 07:01 PM
Previous filing
May 7, 2024
Next filing
May 31, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPWK Common Stock Options Exercise +3.75K +392.67% 4.71K May 18, 2024 Direct F1, F2
transaction UPWK Common Stock Sale -$16.5K -1.42K -30.27% $11.61 3.28K May 20, 2024 Direct F3, F4
transaction UPWK Common Stock Sale -$11.4K -955 -29.11% $11.92 2.33K May 20, 2024 Direct
transaction UPWK Common Stock Sale -$13.5K -1.16K -50% $11.61 1.16K May 21, 2024 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 Options Exercise $0 -3.75K -8.33% $0.00 41.3K May 18, 2024 Common Stock 3.75K Direct F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 Reflects 955 shares acquired under the Issuer's employee stock purchase plan on May 14, 2024.
F3 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.
F4 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.54 to $11.815 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 plan adopted by the Reporting Person on June 7, 2023 and most recently modified on November 27, 2023.
F6 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.59 to $11.63 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 The RSUs vest in equal quarterly installments over four years beginning on May 18, 2023, subject to the continuing employment of the Reporting Person on each vesting date.