X0306 4 2019-05-09 0 0001627475 Upwork Inc. UPWK 0001184242 MARRIOTT DAN C/O UPWORK INC. 441 LOGUE AVENUE MOUNTAIN VIEW CA 94043 1 0 0 0 Common Stock 2019-05-09 4 J 0 2132734 0.00 D 3041634 I See footnote Common Stock 9250 D Transactions reported on this form represent pro rata distributions, and not a purchase or sale of securities, by SG Growth Partners I, L.P. ("SG LP") to its limited partners and its general partner, SGGP I, LLC ("SG GP"), and certain of its affiliates, without consideration. SG GP has sole voting and dispositive power over the shares held by SG LP. Voting decisions with respect to such shares are made by Kenneth A. Fox and Dan Marriott, the Reporting Person and a member of the Issuer's board of directors, as the investment committee of SG GP. Represents: (i) 584 restricted stock units ("RSUs") that vest on the earlier of (a) the date of the first annual meeting of the Issuer's stockholders and (b) June 30, 2019, in each case subject to the continuing service of the Reporting Person through such date; (ii) 1,166 vested RSUs; and (iii) 7,500 RSUs that vest on the earlier of (a) the date of the first annual meeting of the Issuer's stockholders and (b) July 3, 2019, in each case subject to the continuing service of the Reporting Person through such date. /s/ Dan Marriott 2019-05-13