0001562180-24-006877.txt : 20240918 0001562180-24-006877.hdr.sgml : 20240918 20240918203320 ACCESSION NUMBER: 0001562180-24-006877 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240916 FILED AS OF DATE: 20240918 DATE AS OF CHANGE: 20240918 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: 241308647 MAIL ADDRESS: STREET 1: C/O UPWORK INC. STREET 2: 655 MONTGOMERY ST., STE 490, DEPT. 17022 CITY: SAN FRANCISCO STATE: CA ZIP: 94111-2676 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: 530 LYTTON AVENUE, SUITE 301 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-316-7500 MAIL ADDRESS: STREET 1: 655 MONTGOMERY ST., STE. 490, DEPT 17022 CITY: SAN FRANCISCO STATE: CA ZIP: 94111-2676 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 2024-09-16 false 0001627475 UPWORK, INC UPWK 0001753662 Brown Hayden C/O UPWORK INC. 530 LYTTON AVENUE, SUITE 301 PALO ALTO CA 94301 true true false false President & CEO true Common Stock 2024-09-16 4 S false 20000.00 10.0082 D 1170561.00 D Common Stock 2024-09-18 4 M false 17733.00 A 1188294.00 D Common Stock 2024-09-18 4 S false 9444.00 10.5711 D 1178850.00 D Restricted Stock Units 2024-09-18 4 M false 17733.00 0.00 D Common Stock 17733.00 248265.00 D This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on December 6, 2023. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.80 to $10.13 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. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. 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 $10.41 to $10.87 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 June 18, 2024, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. /s/ Jacob McQuown, Attorney-in-Fact 2024-09-18