0001562180-24-004294.txt : 20240521 0001562180-24-004294.hdr.sgml : 20240521 20240521190216 ACCESSION NUMBER: 0001562180-24-004294 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240518 FILED AS OF DATE: 20240521 DATE AS OF CHANGE: 20240521 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brown Hayden CENTRAL INDEX KEY: 0001753662 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38678 FILM NUMBER: 24971235 MAIL ADDRESS: STREET 1: C/O UPWORK INC. STREET 2: 441 LOGUE AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UPWORK, INC CENTRAL INDEX KEY: 0001627475 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] ORGANIZATION NAME: 06 Technology 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 primarydocument.xml PRIMARY DOCUMENT X0508 4 2024-05-18 false 0001627475 UPWORK, INC UPWK 0001753662 Brown Hayden C/O UPWORK INC. 475 BRANNAN STREET, SUITE 430 SAN FRANCISCO CA 94107 true true false false President & CEO false Common Stock 2024-05-18 4 M false 5098.00 A 1154185.00 D Common Stock 2024-05-18 4 M false 2562.00 A 1156747.00 D Common Stock 2024-05-18 4 M false 9589.00 A 1166336.00 D Common Stock 2024-05-18 4 M false 7610.00 A 1173946.00 D Common Stock 2024-05-18 4 M false 14850.00 A 1188796.00 D Common Stock 2024-05-18 4 M false 18333.00 A 1207129.00 D Common Stock 2024-05-20 4 S false 31300.00 11.6089 D 1175829.00 D Restricted Stock Units 2024-05-18 4 M false 5098.00 0.00 D Common Stock 5098.00 15302.00 D Restricted Stock Units 2024-05-18 4 M false 2562.00 0.00 D Common Stock 2562.00 7688.00 D Restricted Stock Units 2024-05-18 4 M false 9589.00 0.00 D Common Stock 9589.00 67123.00 D Restricted Stock Units 2024-05-18 4 M false 7610.00 0.00 D Common Stock 7610.00 53273.00 D Restricted Stock Units 2024-05-18 4 M false 14850.00 0.00 D Common Stock 14850.00 163350.00 D Restricted Stock Units 2024-05-18 4 M false 18333.00 0.00 D Common Stock 18333.00 201667.00 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. The RSUs vest in equal quarterly installments over four years beginning on May 18, 2023, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. Reflects 3,107 shares acquired under the Issuer's employee stock purchase plan on May 14, 2024. 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 $11.54 to $11.815 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 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 25% on February 18, 2023, 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, 2022, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. The RSUs vest 25% on February 18, 2024, 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. /s/ Jacob McQuown, Attorney-in-Fact 2024-05-21