X0306 4 2020-03-06 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 2020-03-06 4 D 0 305127 8.12 D 0 I Held directly by Stripes I, LP (f/k/a SG Growth Partners I, L.P.) Common Stock 174756 D Stripes GP I, LLC (f/k/a SGGP I, LLC ("SGP")) has sole voting and dispositive power over the shares held by Stripes I, LP (f/k/a 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 SGP. The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $7.88 to $8.46 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. Represents: (i) 20,564 RSUs previously reported on Form 4s filed by the Reporting Person and (ii) 154,192 shares received via pro rata distributions previously reported on the Form 4 filed by the Reporting Person on May 31, 2019. /s/ Dan Marriott 2020-03-06