X0306 4 2019-11-18 0 0001627475 Upwork Inc. UPWK 0001753419 Yuan Han-Shen C/O UPWORK INC. 2625 AUGUSTINE DRIVE, SUITE 601 SANTA CLARA CA 95054 0 1 0 0 SVP, Engineering Common Stock 2019-11-18 4 M 0 9578 3.68 A 12911 D Common Stock 2019-11-18 4 S 0 9578 12.0004 D 3333 D Employee Stock Option (Right to Buy) 3.68 2019-11-18 4 M 0 9578 0 D 2027-09-25 Common Stock 9578 392918 D The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. Includes 1,067 shares acquired under the Issuer's employee stock purchase plan on November 14, 2019. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.005 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 stock option vested and became exercisable, and shall continue to vest and become exercisable, with respect to 1/60th of the shares each month following the September 26, 2017 vesting commencement date, subject to the continuing employment of the Reporting Person on each vesting date. /s/Jacob McQuown, Attorney-in-Fact 2019-11-20