0001562180-23-006520.txt : 20230822 0001562180-23-006520.hdr.sgml : 20230822 20230822190844 ACCESSION NUMBER: 0001562180-23-006520 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230818 FILED AS OF DATE: 20230822 DATE AS OF CHANGE: 20230822 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: 231194838 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 primarydocument.xml PRIMARY DOCUMENT X0508 4 2023-08-18 false 0001627475 UPWORK, INC UPWK 0001753662 Brown Hayden C/O UPWORK INC. 475 BRANNAN STREET, SUITE 430 SAN FRANCISCO CA 94107 true true false false President & CEO false Common Stock 2023-08-18 4 M false 5100.00 A 1017362.00 D Common Stock 2023-08-18 4 M false 2563.00 A 1019925.00 D Common Stock 2023-08-18 4 M false 9589.00 A 1029514.00 D Common Stock 2023-08-18 4 M false 7610.00 A 1037124.00 D Common Stock 2023-08-18 4 M false 18333.00 A 1055457.00 D Common Stock 2023-08-18 4 S false 22520.00 13.8599 D 1032937.00 D Restricted Stock Units 2023-08-18 4 M false 2563.00 0.00 D Common Stock 2563.00 15375.00 D Restricted Stock Units 2023-08-18 4 M false 5100.00 0.00 D Common Stock 5100.00 30598.00 D Restricted Stock Units 2023-08-18 4 M false 9589.00 0.00 D Common Stock 9589.00 95890.00 D Restricted Stock Units 2023-08-18 4 M false 7610.00 0.00 D Common Stock 7610.00 76104.00 D Restricted Stock Units 2023-08-18 4 M false 18333.00 0.00 D Common Stock 18333.00 256667.00 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 $13.79 to $13.905 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 RSUs vest in equal quarterly installments over four years beginning on May 18, 2021, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. The RSUs vest 25% on February 18, 2022, 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 on each vesting date. The RSUs vest 25% on February 18, 2023, 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 on each vesting date. The RSUs vest in equal quarterly installments over four years beginning on May 18, 2022, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. The RSUs vest in equal quarterly installments over four years beginning on May 18, 2023, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. /s/ Jacob McQuown, Attorney-in-Fact 2023-08-22