0001209191-19-049836.txt : 20190917 0001209191-19-049836.hdr.sgml : 20190917 20190917162243 ACCESSION NUMBER: 0001209191-19-049836 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190808 FILED AS OF DATE: 20190917 DATE AS OF CHANGE: 20190917 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPURLOCK STEVEN M CENTRAL INDEX KEY: 0001190193 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38678 FILM NUMBER: 191097362 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BALKANSKI ALEXANDRE CENTRAL INDEX KEY: 0001190192 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38678 FILM NUMBER: 191097363 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUNLEVIE BRUCE CENTRAL INDEX KEY: 0001190211 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38678 FILM NUMBER: 191097364 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FENTON PETER H CENTRAL INDEX KEY: 0001219230 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38678 FILM NUMBER: 191097365 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GURLEY J WILLIAM CENTRAL INDEX KEY: 0001190191 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38678 FILM NUMBER: 191097366 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAGLE ROBERT CENTRAL INDEX KEY: 0001183234 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38678 FILM NUMBER: 191097367 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LASKY MITCHELL CENTRAL INDEX KEY: 0001091435 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38678 FILM NUMBER: 191097368 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: STE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 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: 441 LOGUE AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-316-7500 MAIL ADDRESS: STREET 1: 441 LOGUE AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: Elance-oDesk, Inc. DATE OF NAME CHANGE: 20141209 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2019-08-08 2019-08-12 1 0001627475 Upwork Inc. UPWK 0001190193 SPURLOCK STEVEN M 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190192 BALKANSKI ALEXANDRE 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190211 DUNLEVIE BRUCE 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001219230 FENTON PETER H 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190191 GURLEY J WILLIAM 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001183234 KAGLE ROBERT 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001091435 LASKY MITCHELL 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Common Stock 2019-08-08 4 J 0 3000000 0.00 D 9852570 I See footnote Common Stock 2019-08-08 4 J 0 31971 0.00 A 31971 I See footnote Common Stock 2019-08-09 4 S 0 1517 15.7725 D 30454 I See footnote Common Stock 2019-08-08 4 J 0 113272 0.00 A 113272 I See footnote Common Stock 2019-08-08 4 J 0 16305 0.00 A 16305 I See footnote Common Stock 2019-08-08 4 J 0 106285 0.00 A 106285 I See footnote Common Stock 2019-08-09 4 S 0 70608 15.3971 D 35677 I See footnote Common Stock 2019-08-08 4 J 0 38820 0.00 A 38820 I See footnote Common Stock 2019-08-09 4 S 0 25789 15.3971 D 13031 I See footnote Common Stock 2019-08-08 4 J 0 120118 0.00 A 120118 I See footnote Common Stock 2019-08-09 4 S 0 6069 15.7725 D 114049 I See footnote Common Stock 2019-08-08 4 J 0 126485 0.00 A 126485 I See footnote Common Stock 2019-08-09 4 S 0 6069 15.7725 D 120416 I See footnote Common Stock 2019-08-08 4 J 0 1398 0.00 A 1398 I See footnote Common Stock 2019-08-08 4 J 0 121813 0.00 A 121813 I See footnote Common Stock 2019-08-08 4 J 0 56365 0.00 A 56365 I See footnote Represents a pro-rata, in-kind distribution by BCP V and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Shares are held directly by Benchmark Capital Partners V, L.P. ("BCP V"), as nominee for BCP V, Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B") and related persons. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole voting and dispositive power over such shares. Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC V, may be deemed to share voting and dispositive power over these shares. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). Shares are held by Steven M. Spurlock's family trust. The price reported in Column 4 is a weighed average price. These shares were sold in multiple transactions at prices ranging from $15.51 to $16.00, 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 request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares are held by Alexandre Balkanski's family trust. Shares are held by a limited partnership controlled by Alexandre Balkanski. Shares are held by Bruce W. Dunlevie's family trust. The price reported in Column 4 is a weighed average price. These shares were sold in multiple transactions at prices ranging from $15.04 to $16.01, 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 request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares are held by a limited partnership controlled by Bruce W. Dunlevie. Shares are held by Peter H. Fenton's trust. Shares are held by J. William Gurley's trust. Shares are held by a limited partnership controlled by J. William Gurley. Shares are held by Robert C. Kagle. Shares are held by Mitchell H. Lasky's family trust. This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members. This amended Form 4 is filed to check the box that the Reporting Persons are no longer subject to Section 16. /s/ Steven M. Spurlock 2019-09-17 /s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski 2019-09-17 /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 2019-09-17 /s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton 2019-09-17 /s/ Steven M. Spurlock, by power of attorney for J. William Gurley 2019-09-17 /s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle 2019-09-17 /s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky 2019-09-17