X0306 4 2019-05-16 0 0001627475 Upwork Inc. UPWK 0001753662 Brown Hayden C/O UPWORK INC. 441 LOGUE AVENUE MOUNTAIN VIEW CA 94043 0 1 0 0 Chief Marketing & Product Ofcr Common Stock 2019-05-16 4 S 0 2266 15.8376 D 291656 D The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. Represents the aggregate of sales effected on the same day at different prices. These shares were acquired on May 14, 2019 under the Issuer's employee stock purchase plan. Represents the weighted average sales price per share. The shares sold at prices ranging from $15.59 to $16.12 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. /s/ Jacob McQuown, Attorney-in-Fact 2019-05-20