X0306 4 2019-08-09 0 0001627475 Upwork Inc. UPWK 0001184242 MARRIOTT DAN C/O UPWORK INC. 2625 AUGUSTINE DRIVE, SUITE 601 SANTA CLARA CA 95054 1 0 0 0 Common Stock 2019-08-09 4 S 0 1200000 15.06 D 1454823 I Held directly by SG Growth Partners I, L.P. Common Stock 174756 D SGGP I, LLC ("SG GP") has sole voting and dispositive power over the shares held by SG Growth Partners I, L.P. Voting decisions with respect to such shares are made by Kenneth A. Fox and the Reporting Person, as the investment committee of SG GP. Represents: (i) the 11,314 RSUs previously reported on the Form 4 filed by the Reporting Person on June 7, 2019; (ii) 154,192 shares received via pro rata distributions previously reported on the Form 4 filed by the Reporting Person on May 31, 2019; and (iii) 9,250 vested RSUs. /s/ Dan Marriott 2019-08-12