Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-057102
Date:2021-09-18
Issuer: UPWORK, INC (UPWK)
Original Submission Date:

Reporting Person:

BROWN HAYDEN
C/O UPWORK INC.,
475 BRANNAN STREET, SUITE 430 SAN FRANCISCO, CA 94107

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 2021-09-18 M 3,860 a $0.00 704,140 direct
COMMON STOCK 2021-09-18 M 54,395 a $0.00 758,535 direct
COMMON STOCK 2021-09-20 S 28,437 d $47.51 730,098 direct
COMMON STOCK 2021-09-20 S 3,606 d $47.99 726,492 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 2021-09-18 deemed execution date M 3,860 (d) common stock 3,860 $0.00 23,160 direct
RESTRICTED STOCK UNITS (RSU) 0.0 2021-09-18 deemed execution date M 54,395 (d) common stock 54,395 $0.00 489,557 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 $46.96 to $47.94 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 $47.96 to $48.04 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 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.
f6 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.
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