0001209191-21-065292.txt : 20211117 0001209191-21-065292.hdr.sgml : 20211117 20211117191946 ACCESSION NUMBER: 0001209191-21-065292 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211115 FILED AS OF DATE: 20211117 DATE AS OF CHANGE: 20211117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAYTON THOMAS CENTRAL INDEX KEY: 0001079457 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38678 FILM NUMBER: 211422071 MAIL ADDRESS: STREET 1: C/O TICKETMASTER ONLINE CITYSEARCH INC STREET 2: 790 E COLORADO BLVD STE 200 CITY: PASADENA STATE: CA ZIP: 91101 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UPWORK, INC CENTRAL INDEX KEY: 0001627475 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 464337682 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 475 BRANNAN STREET STREET 2: SUITE 430 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 650-316-7500 MAIL ADDRESS: STREET 1: 475 BRANNAN STREET STREET 2: SUITE 430 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: Upwork Inc. DATE OF NAME CHANGE: 20180427 FORMER COMPANY: FORMER CONFORMED NAME: Elance-oDesk, Inc. DATE OF NAME CHANGE: 20141209 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-11-15 0 0001627475 UPWORK, INC UPWK 0001079457 LAYTON THOMAS C/O UPWORK INC., 475 BRANNAN STREET, SUITE 430 SAN FRANCISCO CA 94107 1 0 0 1 Chairperson Common Stock 2021-11-15 4 S 0 55630 46.1651 D 4006878 I See footnote Common Stock 2021-11-15 4 S 0 13219 47.1676 D 3993659 I See footnote Common Stock 2021-11-16 4 S 0 13432 45.289 D 3980227 I See footnote Common Stock 2021-11-17 4 S 0 8252 45.4879 D 3971975 I See footnote Common Stock 8148 D Common Stock 135911 I See footnote The reported sales transaction was executed by the Reporting Person in connection with a negotiation of separation of assets in anticipation of a potential divorce settlement agreement. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.82 to $46.81 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. The amount of securities reflects the acquisition and immediate transfer without consideration by the Reporting Person to Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended (the "Trust"), of 15,895 shares of the Issuer's Common Stock on November 5, 2021, which voluntary transaction was not reported on the Form 4 filed on November 8, 2021 due to an administrative error. The 15,895 transferred shares were sold by the Trust instead of by the Reporting Person on November 5, 2021, as was reported on the Form 4 filed on November 8, 2021. Held by Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.82 to $47.67 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.25 to $45.34 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.25 to $45.94 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. Held by Thomas Layton, Trustee of the Thomas H. Layton Separate Property Revocable Trust dtd 11/29/99. /s/Jacob McQuown, Attorney-in-Fact 2021-11-17