X0306 4 2019-08-08 0 0001627475 Upwork Inc. UPWK 0001190213 HARVEY KEVIN 2965 WOODSIDE ROAD WOODSIDE CA 94062 1 0 1 0 Common Stock 2019-08-08 4 J 0 3000000 0.00 D 9852570 I See footnote Common Stock 2019-08-08 4 J 0 183925 0.00 A 183925 I See footnote Common Stock 1751315 I See footnote Represents a pro-rata, in-kind distribution by BCP V and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. 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). Shares are held by Kevin R. Harvey's family trust. Shares are held by a limited liability company controlled by Kevin R. Harvey. This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members. /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey. 2019-08-09