X0306 4 2020-05-19 0 0001627475 Upwork Inc. UPWK 0001079457 LAYTON THOMAS C/O UPWORK INC. 2625 AUGUSTINE DRIVE, SUITE 601 SANTA CLARA CA 95054 1 0 0 1 Chairman Common Stock 2020-05-19 4 J 0 5703 0.00 A 130703 I See footnote Common Stock 22787 D Common Stock 4151777 I See footnote Pro rata distribution from Benchmark Founders' Fund V, L.P. of which the Reporting Person is a limited partner. Held by Thomas Layton, Trustee of the Thomas H Layton Separate Property Revocable Trust dtd 11/29/99. Held by Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended. /s/Jacob McQuown, Attorney-in-Fact 2020-05-22