X0206 3 2018-10-02 0 0001627475 Upwork Inc. UPWK 0001190213 HARVEY KEVIN 2965 WOODSIDE ROAD WOODSIDE CA 94062 1 0 1 0 Common Stock 386632 I See footnote Series A-1 Preferred Stock 0 Common Stock 1111911 I See footnote Series A-2 Preferred Stock 0 Common Stock 10451892 I See footnote Series B-1 Preferred Stock 0 Common Stock 2508432 I See footnote Series B-2 Preferred Stock 0 Common Stock 145018 I See footnote 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). Each share of Preferred Stock will be automatically converted into one (1) share of the Issuer's Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date. This report is one of three reports, each on a separate Form 3, 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 2018-10-02