0001562180-25-004024.txt : 20250519 0001562180-25-004024.hdr.sgml : 20250519 20250519214040 ACCESSION NUMBER: 0001562180-25-004024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250515 FILED AS OF DATE: 20250519 DATE AS OF CHANGE: 20250519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brown Hayden CENTRAL INDEX KEY: 0001753662 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38678 FILM NUMBER: 25966021 MAIL ADDRESS: STREET 1: C/O UPWORK INC. STREET 2: 655 MONTGOMERY ST., STE 490, DEPT. 17022 CITY: SAN FRANCISCO STATE: CA ZIP: 94111-2676 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UPWORK, INC CENTRAL INDEX KEY: 0001627475 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] ORGANIZATION NAME: 06 Technology EIN: 464337682 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 530 LYTTON AVENUE, SUITE 301 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-316-7500 MAIL ADDRESS: STREET 1: 3490 S 4400 W #70008 CITY: WEST VALLEY CITY STATE: UT ZIP: 84120 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 2025-05-15 false 0001627475 UPWORK, INC UPWK 0001753662 Brown Hayden C/O UPWORK INC. 530 LYTTON AVENUE, SUITE 301 PALO ALTO CA 94301 true true false false President & CEO true Common Stock 2025-05-15 4 S false 60000.00 17.1575 D 1106846.00 D Common Stock 2025-05-18 4 M false 9589.00 A 1116435.00 D Common Stock 2025-05-18 4 M false 7611.00 A 1124046.00 D Common Stock 2025-05-18 4 M false 14850.00 A 1138896.00 D Common Stock 2025-05-18 4 M false 18333.00 A 1157229.00 D Common Stock 2025-05-19 4 S false 5032.00 16.6082 D 1152197.00 D Common Stock 2025-05-19 4 S false 3994.00 16.5945 D 1148203.00 D Common Stock 2025-05-19 4 S false 7792.00 16.5808 D 1140411.00 D Common Stock 2025-05-19 4 S false 9620.00 16.5628 D 1130791.00 D Restricted Stock Units 2025-05-18 4 M false 9589.00 0.00 D Common Stock 9589.00 28767.00 D Restricted Stock Units 2025-05-18 4 M false 7611.00 0.00 D Common Stock 7611.00 22831.00 D Restricted Stock Units 2025-05-18 4 M false 14850.00 0.00 D Common Stock 14850.00 103950.00 D Restricted Stock Units 2025-05-18 4 M false 18333.00 0.00 D Common Stock 18333.00 128334.00 D This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on December 6, 2024. 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 25% on February 18, 2024, 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, 2023, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.00 to $17.44 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. Reflects 3,105 shares acquired under the Issuer's employee stock purchase plan on May 14, 2025. 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 $16.5182 to $16.87 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 $16.51 to $16.87 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 $16.52 to $16.87 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 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. /s/ Jacob McQuown, Attorney-in-Fact 2025-05-19