0001209191-21-037960.txt : 20210603
0001209191-21-037960.hdr.sgml : 20210603
20210603195955
ACCESSION NUMBER: 0001209191-21-037960
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20210601
FILED AS OF DATE: 20210603
DATE AS OF CHANGE: 20210603
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HARVEY KEVIN
CENTRAL INDEX KEY: 0001190213
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38678
FILM NUMBER: 21994360
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD
STREET 2: SUITE 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: 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
2021-06-01
0
0001627475
UPWORK, INC
UPWK
0001190213
HARVEY KEVIN
C/O BENCHMARK,
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
1
0
0
0
Common Stock
2021-06-01
4
A
0
4069
0.00
A
40607
D
Common Stock
2021-06-01
4
A
0
1316
0.00
A
41923
D
Common Stock
1751315
I
See footnote
Common Stock
748164
I
See footnote
Represents an award of RSUs. The RSUs vest 100% on the earlier of (a) the date immediately prior to the Issuer's 2022 annual meeting of stockholders and (b) June 1, 2022, in each case subject to the continuing service of the Reporting Person through such date.
Represents an award of RSUs. The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2021), subject to the continuing service of the Reporting Person on each vesting date; provided, however, that the final quarterly installment shall fully vest on the earlier of (a) the date immediately prior to the Issuer's 2022 annual meeting of stockholders and (b) the date that is the last day of the last full quarter of the vesting of such award, in each case subject to the continuing service of the Reporting Person through such date.
Shares are held by a limited liability company controlled by the Reporting Person.
Shares are held by the Reporting Person's family trust.
/s/ An-Yen Hu, by power of attorney for Kevin R. Harvey
2021-06-03
EX-24.4_990308
2
poa.txt
POA DOCUMENT
BENCHMARK
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each entity listed on Schedule A attached
hereto (each a "Granting Entity," and collectively the "Granting Entities") and
each person listed on Schedule B attached hereto (each, a "Granting Equity
Holder" and collectively, the "Granting Equity Holders"), hereby constitutes and
appoints AN-YEN E. HU its true and lawful attorney-in- fact (the
"Attorney-in-Fact") to act for and on behalf of such person in its own capacity
and in its capacity as a manager, member, general partner or similar control
person ("Control Person") of any other Granting Entity to:
a. execute contracts, agreements, instruments, certificates and documents that
arise in the ordinary course of business on behalf of such person in its own
capacity and in its capacity as a Control Person in accordance with and subject
to the provisions of the relevant governing documents of such person and
applicable law, including, but not limited to, stock powers, stock purchase
agreements, voting agreements, co-sale agreements, investor rights agreements,
management rights agreements, proxies, ballots, indemnification agreements,
waivers, stockholder written consents or amendments or modifications to any of
the foregoing, and documents related to opening and maintaining bank and
brokerage accounts;
b. execute, individually or jointly with any other reporting persons, any and
all reports, notices, communications and other documents (including, but not
limited to, reports or filings on Form ADV, Form D, Schedule 13D, Schedule 13G,
Form 13-F, Form 13H, Form 3, Form 4, Form 5 and any applicable registration
statements) that such Granting Entity or Granting Equity Holder may be required
to file with any foreign or domestic regulatory authority, including, but not
limited to, the United States Securities and Exchange Commission pursuant to the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment
Company Act of 1940 or the Investment Advisers Act of 1940, each as amended and
with the implementing rules and regulations thereto (collectively, the
"Reports") with respect to such person's (i) status as an officer, member or
director of, or (ii) ownership of, or transactions in, securities of, any entity
whose securities are beneficially owned (directly or indirectly) by such person;
c. do and perform any and all acts for and on behalf of such Granting Entity or
Granting Equity Holder that may be necessary or desirable to complete and
execute any such Reports and timely file such forms, reports, notices and
schedules with the United States Securities and Exchange Commission and any
stock exchange or other domestic or foreign authority; and
d. take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, such Granting Entity or Granting
Equity Holder, it being understood that the documents executed by such
attorney-in-fact on behalf of such person, pursuant to this Power of Attorney,
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in his discretion.
Each Granting Entity and Granting Equity Holder hereby grants to such
attorney-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary, and proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as such person might or could do if personally present, with full power
of revocation, hereby ratifying and confirming all that such attorney-in-fact,
or his substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. Each
Granting Entity and Granting Equity Holder acknowledges that no such
attorney-in-fact, in serving in such capacity at the request of such person, is
hereby assuming, nor is any other Granting Entity or Granting Equity Holder
hereby assuming, any of such person's responsibilities to comply with Section 16
or Section 13 of the Securities Exchange Act of 1934 or otherwise.
One or more additional Granting Entities or Granting Equity Holders may become a
party to this Power of Attorney after the date hereof without the consent of any
of the other parties hereto by executing a counterpart to this Power of
Attorney. Schedule A and Schedule B shall be amended from time to time by the
attorney-in-fact to reflect the addition or removal of any Granting Entity or
Granting Equity Holder.
This Power of Attorney shall remain in full force and effect with respect to a
Granting Entity or a Granting Equity Holder until the delivery by such Granting
Entity or Granting Equity Holder to the Attorney-in-Fact at his last known
business address of a written revocation, in whole or in part, of this Power of
Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed effective as of July 13, 2020.
GRANTING ENTITIES
BENCHMARK CAPITAL HOLDINGS CO., L.L.C.
By: Name: Steven M. Spurlock
Title: Member
BENCHMARK CAPITAL MANAGEMENT CO. IV, L.L.C.
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C.
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C.
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C.
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL MANAGEMENT CO. VIII, L.L.C.
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL MANAGEMENT CO. IX, L.L.C.
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL MANAGEMENT CO. X, L.L.C.
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL PARTNERS IV, L.P.
By: Benchmark Capital Management Co. IV, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND IV, L.P.
By: Benchmark Capital Management Co. IV, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND IV-A, L.P.
By: Benchmark Capital Management Co. IV, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND IV-B, L.P.
By: Benchmark Capital Management Co. IV, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND IV-X, L.P.
By: Benchmark Capital Management Co. IV, L.L.C., its general partner
BENCHMARK CAPITAL PARTNERS V, L.P.
By: Benchmark Capital Management Co. V, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND V, L.P.
By: Benchmark Capital Management Co. V, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND V-A, L.P.
By: Benchmark Capital Management Co. V, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND V-B, L.P.
By: Benchmark Capital Management Co. V, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL PARTNERS VI, L.P.
By: Benchmark Capital Management Co. VI, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND VI, L.P.
By: Benchmark Capital Management Co. VI, L.L.C., its general partner
By: Name: Steven M. Spurlock
BENCHMARK FOUNDERS' FUND VI-B, L.P.
By: Benchmark Capital Management Co. VI, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL PARTNERS VII, L.P.
By: Benchmark Capital Management Co. VII, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND VII, L.P.
By: Benchmark Capital Management Co. VII, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND VII-B, L.P.
By: Benchmark Capital Management Co. VII, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL PARTNERS VII-ANNEX, L.P.
By: Benchmark Capital Management Co. VII, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL PARTNERS VIII, L.P.
By: Benchmark Capital Management Co. VIII, L.L.C., its general partner
By: Name: Steven M. Spurlock Title: Managing Member
BENCHMARK FOUNDERS' FUND VIII, L.P.
By: Benchmark Capital Management Co. VIII, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND VIII-B, L.P.
By: Benchmark Capital Management Co. VIII, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL PARTNERS IX, L.P.
By: Benchmark Capital Management Co. IX, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND IX, L.P.
By: Benchmark Capital Management Co. IX, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND IX-A, L.P.
By: Benchmark Capital Management Co. IX, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND IX-B, L.P.
By: Benchmark Capital Management Co. IX, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK WS SPV, L.P.
By: Benchmark Capital Management Co. IX, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL PARTNERS X, L.P.
By: Benchmark Capital Management Co. X, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND X, L.P.
By: Benchmark Capital Management Co. X, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND X-A, L.P.
By: Benchmark Capital Management Co. X, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND X-B, L.P.
By: Benchmark Capital Management Co. X, L.L.C., its general partner
By: Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK ISRAEL II, L.P.
By: BCPI Partners II, L.P., its General Partner By: BCPI Corporation II, its
General Partner
By: Steven M. Spurlock
Officer
BCPI PARTNERS II, L.P.
By: BCPI Partners II, L.P., its General Partner By: BCPI Corporation II, its
General Partner
By: Steven M. Spurlock
Officer
BCPI CORPORATION II
By: Steven M. Spurlock
Officer
GRANTING EQUITY HOLDERS
By: Alexandre Balkanski
By: Matthew R. Cohler
By: Bruce W. Dunlevie
By: Michael Eisenberg
By: Peter H. Fenton
By: J. William Gurley
By: Kevin R. Harvey
By: Robert C. Kagle
By: Mitchell H. Lasky
By: Arad Naveh
By: Chetan Puttagunta
By: Steven M. Spurlock
By: Sarah E. Tavel
By: Eric H. Vishria
SCHEDULE A
GRANTING ENTITIES BENCHMARK CAPITAL HOLDINGS CO., L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. IV, L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. VIII, L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. IX, L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. X, L.L.C.
BENCHMARK CAPITAL PARTNERS IV, L.P.
BENCHMARK FOUNDERS' FUND IV, L.P.
BENCHMARK FOUNDERS' FUND IV-A, L.P.
BENCHMARK FOUNDERS' FUND IV-B, L.P.
BENCHMARK FOUNDERS' FUND IV-X, L.P.
BENCHMARK CAPITAL PARTNERS V, L.P.
BENCHMARK FOUNDERS' FUND V, L.P.
BENCHMARK FOUNDERS' FUND V-A, L.P.
BENCHMARK FOUNDERS' FUND V-B, L.P.
BENCHMARK CAPITAL PARTNERS VI, L.P.
BENCHMARK FOUNDERS' FUND VI, L.P.
BENCHMARK FOUNDERS' FUND VI-B, L.P.
BENCHMARK CAPITAL PARTNERS VII, L.P.
BENCHMARK FOUNDERS' FUND VII, L.P.
BENCHMARK FOUNDERS' FUND VII-B, L.P.
BENCHMARK CAPITAL PARTNERS VII-ANNEX, L.P.
BENCHMARK CAPITAL PARTNERS VIII, L.P.
BENCHMARK FOUNDERS' FUND VIII, L.P.
BENCHMARK FOUNDERS' FUND VIII-B, L.P.
BENCHMARK CAPITAL PARTNERS IX, L.P.
BENCHMARK FOUNDERS' FUND IX, L.P.
BENCHMARK FOUNDERS' FUND IX-A, L.P.
BENCHMARK FOUNDERS' FUND IX-B, L.P.
BENCHMARK WS SPV, L.P.
BENCHMARK CAPITAL PARTNERS X, L.P.
BENCHMARK FOUNDERS' FUND X, L.P.
BENCHMARK FOUNDERS' FUND X-A, L.P.
BENCHMARK FOUNDERS' FUND X-B, L.P.
BENCHMARK ISRAEL II, L.P.
BCPI PARTNERS II, L.P.
BCPI CORPORATION II
SCHEDULE B
GRANTING EQUITY HOLDERS
Alexandre Balkanski
Matthew R. Cohler
Bruce W. Dunlevie
Michael Eisenberg
Peter H. Fenton
J. William Gurley
Kevin R. Harvey
Robert C. Kagle
Mitchell H. Lasky
Arvad Naveh
Chetan Puttagunta
Steven M. Spurlock
Sarah E. Tavel
Eric H. Vishria