X0306 4 2019-08-12 0 0001627475 Upwork Inc. UPWK 0001190211 DUNLEVIE BRUCE 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Common Stock 2019-08-12 4 S 0 35677 14.816 D 0 I See footnote Common Stock 2019-08-12 4 S 0 13031 14.816 D 0 I See footnote Common Stock 9852570 I See footnote The price reported in Column 4 is a weighed average price. These shares were sold in multiple transactions at prices ranging from $14.62 to $15.24, 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 request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares are held by Bruce W. Dunlevie's family trust. Shares are held by a limited partnership controlled by Bruce W. Dunlevie. Shares are held directly by Benchmark Capital Partners V, L.P. ("BCP V"), as nominee for BCP V, Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B") and related persons. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole voting and dispositive power over such shares. Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC V, may be deemed to share voting and dispositive power over these shares. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 2019-08-13