X0306 4 2021-11-15 0 0001627475 UPWORK, INC UPWK 0001079457 LAYTON THOMAS C/O UPWORK INC., 475 BRANNAN STREET, SUITE 430 SAN FRANCISCO CA 94107 1 0 0 1 Chairperson Common Stock 2021-11-15 4 S 0 55630 46.1651 D 4006878 I See footnote Common Stock 2021-11-15 4 S 0 13219 47.1676 D 3993659 I See footnote Common Stock 2021-11-16 4 S 0 13432 45.289 D 3980227 I See footnote Common Stock 2021-11-17 4 S 0 8252 45.4879 D 3971975 I See footnote Common Stock 8148 D Common Stock 135911 I See footnote The reported sales transaction was executed by the Reporting Person in connection with a negotiation of separation of assets in anticipation of a potential divorce settlement agreement. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.82 to $46.81 per share, 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The amount of securities reflects the acquisition and immediate transfer without consideration by the Reporting Person to Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended (the "Trust"), of 15,895 shares of the Issuer's Common Stock on November 5, 2021, which voluntary transaction was not reported on the Form 4 filed on November 8, 2021 due to an administrative error. The 15,895 transferred shares were sold by the Trust instead of by the Reporting Person on November 5, 2021, as was reported on the Form 4 filed on November 8, 2021. Held by Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.82 to $47.67 per share, 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.25 to $45.34 per share, 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.25 to $45.94 per share, 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Held by Thomas Layton, Trustee of the Thomas H. Layton Separate Property Revocable Trust dtd 11/29/99. /s/Jacob McQuown, Attorney-in-Fact 2021-11-17