Form Type: 4

SEC EDGAR Link
Accession Number:0001567619-20-001386
Date:2020-01-18
Issuer: UPWORK INC. (UPWK)
Original Submission Date:

Reporting Person:

BROWN HAYDEN
C/O UPWORK INC.
2625 AUGUSTINE DRIVE, SUITE 601 SANTA CLARA, CA 95054

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-01-18 M 2,585 a $0.00 301,584 direct
COMMON STOCK 2020-01-21 S 1,123 d $9.95 300,461 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS (RSU) 0.0 2020-01-18 deemed execution date M 2,585 (d) common stock 2,585 $0.00 28,438 direct
Footnotes
IDfootnote
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 $9.931 to $9.975 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 will vest in equal quarterly installments over three years beginning on january 18, 2020, subject to the continuing employment of the reporting person on each vesting date. shares of the issuer's common stock will be delivered to the reporting person following vesting.
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