0001104659-19-008531.txt : 20190214 0001104659-19-008531.hdr.sgml : 20190214 20190214125056 ACCESSION NUMBER: 0001104659-19-008531 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: SIGMA ASSOCIATES 6, L.P. GROUP MEMBERS: SIGMA INVESTORS 6, L.P. GROUP MEMBERS: SIGMA MANAGEMENT 6, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Upwork Inc. CENTRAL INDEX KEY: 0001627475 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 464337682 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90713 FILM NUMBER: 19603651 BUSINESS ADDRESS: STREET 1: 441 LOGUE AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-316-7500 MAIL ADDRESS: STREET 1: 441 LOGUE AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: Elance-oDesk, Inc. DATE OF NAME CHANGE: 20141209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIGMA PARTNERS 6 LP CENTRAL INDEX KEY: 0001141280 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1600 EL CAMINO REAL STREET 2: SUITE 280 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 a19-4719_1sc13g.htm SC 13G

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No.     )*

 

UPWORK INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

91688F104

(CUSIP Number)

DECEMBER 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

1.

Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)

Sigma Partners 6, L.P. 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
12,641,735 shares (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
12,641,735 shares (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
12,641,735 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
11.9% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)   This Schedule 13G is filed by Sigma Partners 6, L.P. (“SP 6”), Sigma Associates 6, L.P. (“SA 6”) and Sigma Investors 6, L.P. (“SI 6”), Sigma Management 6, L.L.C. (“SM 6” and, together with SP 6, SA 6 and SI 6, the “Sigma Entities”).  The Sigma Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)   The shares are held by SP 6.  SM 6 is the sole general partner of the Sigma Entities and owns no shares of the issuer directly.   SM 6 holds voting and dispositive power over the shares held by the Sigma Entities.

 

(3)   The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2018 (based on 106,299,106 shares of Common Stock of the issuer outstanding as of October 31, 2018 as reported by the issuer on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018).

 

2

 

 

1.

Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)

Sigma Associates 6, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
1,028,777 shares (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,028,777 shares (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,028,777 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.0% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)   This Schedule 13G is filed by Sigma Partners 6, L.P. (“SP 6”), Sigma Associates 6, L.P. (“SA 6”) and Sigma Investors 6, L.P. (“SI 6”), Sigma Management 6, L.L.C. (“SM 6” and, together with SP 6, SA 6 and SI 6, the “Sigma Entities”).  The Sigma Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)   The shares are held by SA 6.  SM 6 is the sole general partner of the Sigma Entities and owns no shares of the issuer directly.   SM 6 holds voting and dispositive power over the shares held by the Sigma Entities.

 

(3)   The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2018 (based on 106,299,106 shares of Common Stock of the issuer outstanding as of October 31, 2018 as reported by the issuer on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018).

 

3

 

 

1.

Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)

Sigma Investors 6, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
183,090 shares (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
183,090 shares (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
183,090 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.2% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)   This Schedule 13G is filed by Sigma Partners 6, L.P. (“SP 6”), Sigma Associates 6, L.P. (“SA 6”) and Sigma Investors 6, L.P. (“SI 6”), Sigma Management 6, L.L.C. (“SM 6” and, together with SP 6, SA 6 and SI 6, the “Sigma Entities”).  The Sigma Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)   The shares are held by SI 6.  SM 6 is the sole general partner of the Sigma Entities and owns no shares of the issuer directly.   SM 6 holds voting and dispositive power over the shares held by the Sigma Entities.

 

(3)   The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2018 (based on 106,299,106 shares of Common Stock of the issuer outstanding as of October 31, 2018 as reported by the issuer on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018).

 

4

 

 

1.

Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)

Sigma Management 6, L.L.C. 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
13,853,602 shares (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
13,853,602 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
13,853,602 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
13.0% (3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)   This Schedule 13G is filed by Sigma Partners 6, L.P. (“SP 6”), Sigma Associates 6, L.P. (“SA 6”) and Sigma Investors 6, L.P. (“SI 6”), Sigma Management 6, L.L.C. (“SM 6” and, together with SP 6, SA 6 and SI 6, the “Sigma Entities”).  The Sigma Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) Includes: (i) 12,641,735 shares held by SP 6; (ii) 1,028,777 shares held by SA 6; and (iii) 183,090 shares held by SI 6.  SM 6 is the sole general partner of the Sigma Entities and owns no shares of the issuer directly.   SM 6 holds voting and dispositive power over the shares held by the Sigma Entities.

 

(3)   The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2018 (based on 106,299,106 shares of Common Stock of the issuer outstanding as of October 31, 2018 as reported by the issuer on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018).

 

5

 

Item 1(a)

Name of Issuer
Upwork Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices
441 Logue Avenue

Mountain View, CA 94043

 

Item 2(a)

Name of Person Filing
Sigma Partners 6, L.P. (“SP 6”)

Sigma Associates 6, L.P. (“SA 6”)

Sigma Investors 6, L.P. (“SI 6”)

Sigma Management 6, L.L.C. (“SM 6”)

Item 2(b)

Address of Principal Business Office or, if none, Residence
2105 South Bascom Avenue, Suite 370

Campbell, CA 95008

Item 2(c)

Citizenship

 

SP 6

-

Delaware

 

SA 6

-

Delaware

 

SI 6

-

Delaware

 

SM 6

-

Delaware

Item 2(d)

Title of Class of Securities
Common Stock

Item 2(e)

CUSIP Number
91688F104

 

Item 3

Not applicable.

 

6

 

Item 4

Ownership

 

Sigma Entity

 

Shares Held
Directly

 

Sole
Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class

 

SP 6

 

12,641,735

 

12,641,735

 

0

 

12,641,735

 

0

 

12,641,735

 

11.9

%

SA 6

 

1,028,777

 

1,028,777

 

0

 

1,028,777

 

0

 

1,028,777

 

1.0

%

SI 6

 

183,090

 

183,090

 

0

 

183,090

 

0

 

183,090

 

0.2

%

SM 6

 

0

 

0

 

13,853,602

 

0

 

13,853,602

 

13,853,602

 

13.0

%

 

Item 5

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6

Ownership of More than Five Percent of Another Person

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

Item 8

Identification and Classification of Members of the Group

Not applicable.

 

Item 9

Notice of Dissolution of Group

Not applicable.

 

Item 10

Certification

Not applicable.

 

7

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

February 14, 2019

SIGMA PARTNERS 6, L.P.

 

 

 

 

BY:

SIGMA MANAGEMENT 6, L.L.C.

 

ITS:

GENERAL PARTNER

 

 

 

 

By:

/s/ Gregory Gretsch

 

 

Gregory Gretsch

 

 

Managing Director

 

 

 

 

 

 

 

SIGMA ASSOCIATES 6, L.P.

 

 

 

 

BY:

SIGMA MANAGEMENT 6, L.L.C.

 

ITS:

GENERAL PARTNER

 

 

 

 

By:

/s/ Gregory Gretsch

 

 

Gregory Gretsch

 

 

Managing Director

 

 

 

 

 

 

 

SIGMA INVESTORS 6, L.P.

 

 

 

 

BY:

SIGMA MANAGEMENT 6, L.L.C.

 

ITS:

GENERAL PARTNER

 

 

 

 

By:

/s/ Gregory Gretsch

 

 

Gregory Gretsch

 

 

Managing Director

 

 

 

 

 

 

 

SIGMA MANAGEMENT 6, L.L.C.

 

 

 

 

By:

/s/ Gregory Gretsch

 

 

Gregory Gretsch

 

 

Managing Director

 

8

 

EXHIBIT INDEX

 

 

Exhibit No.

 

 

99.1

 

Agreement pursuant to 13d-1(k)(1) among Sigma Partners 6, L.P., Sigma Associates 6, L.P., Sigma Investors 6, L.P. and Sigma Management 6, L.L.C.

 

9

Exhibit 99.1

 

AGREEMENT

 

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

 

February 14, 2019

SIGMA PARTNERS 6, L.P.

 

 

 

 

 

BY:

SIGMA MANAGEMENT 6, L.L.C.

 

 

ITS:

GENERAL PARTNER

 

 

 

 

 

 

By:

/s/ Gregory Gretsch

 

 

 

Gregory Gretsch

 

 

 

Managing Director

 

 

 

 

 

 

 

 

 

 

SIGMA ASSOCIATES 6, L.P.

 

 

 

 

 

 

BY:

SIGMA MANAGEMENT 6, L.L.C.

 

 

ITS:

GENERAL PARTNER

 

 

 

 

 

 

By:

/s/ Gregory Gretsch

 

 

 

Gregory Gretsch

 

 

 

Managing Director

 

 

 

 

 

 

 

 

 

 

SIGMA INVESTORS 6, L.P.

 

 

 

 

 

 

BY:

SIGMA MANAGEMENT 6, L.L.C.

 

 

ITS:

GENERAL PARTNER

 

 

 

 

 

 

By:

/s/ Gregory Gretsch

 

 

 

Gregory Gretsch

 

 

 

Managing Director

 

 

 

 

 

 

SIGMA MANAGEMENT 6, L.L.C.

 

 

 

 

 

 

By:

/s/ Gregory Gretsch

 

 

 

Gregory Gretsch

 

 

 

Managing Director