0001209191-22-062239.txt : 20221220 0001209191-22-062239.hdr.sgml : 20221220 20221220190834 ACCESSION NUMBER: 0001209191-22-062239 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221218 FILED AS OF DATE: 20221220 DATE AS OF CHANGE: 20221220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brown Hayden CENTRAL INDEX KEY: 0001753662 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38678 FILM NUMBER: 221476226 MAIL ADDRESS: STREET 1: C/O UPWORK INC. STREET 2: 441 LOGUE AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 475 BRANNAN STREET STREET 2: SUITE 430 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 650-316-7500 MAIL ADDRESS: STREET 1: 475 BRANNAN STREET STREET 2: SUITE 430 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: Upwork Inc. DATE OF NAME CHANGE: 20180427 FORMER COMPANY: FORMER CONFORMED NAME: Elance-oDesk, Inc. DATE OF NAME CHANGE: 20141209 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-12-18 0 0001627475 UPWORK, INC UPWK 0001753662 Brown Hayden C/O UPWORK INC., 475 BRANNAN STREET, SUITE 430 SAN FRANCISCO CA 94107 1 1 0 0 President & CEO Common Stock 2022-12-18 4 M 0 3860 A 880139 D Common Stock 2022-12-18 4 M 0 54395 A 934534 D Common Stock 2022-12-19 4 S 0 30677 10.7132 D 903857 D Restricted Stock Units (RSU) 2022-12-18 4 M 0 3860 0.00 D Common Stock 3860 3860 D Restricted Stock Units (RSU) 2022-12-18 4 M 0 54395 0.00 D Common Stock 54395 217581 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.57 to $10.88 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. 6.25% of the total shares vested on June 18, 2019, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer. 6.25% of the total shares vested on March 18, 2020, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment as the Chief Executive Officer of the Issuer. /s/ Jacob McQuown, Attorney-in-Fact 2022-12-20