0001209191-22-031154.txt : 20220520 0001209191-22-031154.hdr.sgml : 20220520 20220520190329 ACCESSION NUMBER: 0001209191-22-031154 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220518 FILED AS OF DATE: 20220520 DATE AS OF CHANGE: 20220520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gilpin Eric CENTRAL INDEX KEY: 0001809355 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38678 FILM NUMBER: 22949204 MAIL ADDRESS: STREET 1: C/O UPWORK INC. STREET 2: 2625 AUGUSTINE DRIVE, SUITE 601 CITY: SANTA CLARA STATE: CA ZIP: 95054 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 2022-05-18 0 0001627475 UPWORK, INC UPWK 0001809355 Gilpin Eric C/O UPWORK INC., 475 BRANNAN STREET, SUITE 430 SAN FRANCISCO CA 94107 0 1 0 0 Chief Sales Officer Common Stock 2022-05-18 4 M 0 6734 A 26631 D Common Stock 2022-05-18 4 M 0 261 A 26892 D Common Stock 2022-05-18 4 M 0 526 A 27418 D Common Stock 2022-05-18 4 M 0 3924 A 31342 D Common Stock 2022-05-18 4 S 0 5509 16.0668 D 25833 D Restricted Stock Units (RSU) 2022-05-18 4 M 0 6734 0.00 D Common Stock 6734 47145 D Restricted Stock Units (RSU) 2022-05-18 4 M 0 261 0.00 D Common Stock 261 2877 D Restricted Stock Units (RSU) 2022-05-18 4 M 0 526 0.00 D Common Stock 526 5782 D Restricted Stock Units (RSU) 2022-05-18 4 M 0 3924 0.00 D Common Stock 3924 58861 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. Includes 555 shares acquired under the Issuer's employee stock purchase plan on May 13, 2022. 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.94 to $16.31 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 RSUs vest in equal quarterly installments over four years beginning on May 18, 2020, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. The RSUs vest 25% on February 18, 2022, 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 on each vesting date. The RSUs vest in equal quarterly installments over four years beginning on May 18, 2021, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. The RSUs vest in equal quarterly installments over four years beginning on May 18, 2022, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. /s/ Jacob McQuown, Attorney-in-Fact 2022-05-20