SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Brown Hayden

(Last)

(First)

(Middle)

C/O UPWORK INC.

441 LOGUE AVENUE

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2018

3. Issuer Name and Ticker or Trading Symbol
Upwork Inc. [ UPWK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Product & Design

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	331,656	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	12/14/2021	Common Stock	6,125	$1.52	D
Employee Stock Option (right to buy)	⁽¹⁾	07/24/2023	Common Stock	20,965	$3.04	D
Employee Stock Option (right to buy)	⁽²⁾	04/06/2024	Common Stock	120,597	$2.76	D
Employee Stock Option (right to buy)	⁽³⁾	12/18/2024	Common Stock	15,642	$3.67	D
Employee Stock Option (right to buy)	⁽⁴⁾	04/22/2025	Common Stock	85,693	$3.58	D
Employee Stock Option (right to buy)	⁽⁵⁾	12/22/2025	Common Stock	51,668	$3.03	D
Employee Stock Option (right to buy)	⁽⁶⁾	09/25/2027	Common Stock	594,120	$3.68	D

Explanation of Responses:

1. The stock option is fully vested and immediately exercisable.

2. The stock option vested and shall continue to vest with respect to varying amounts between 1,788 and 1,790 shares on the last day of each month beginning in April 2014 and ending in December 2015, varying amounts between 1,584 and 1,586 shares on the last day of each month beginning January 2016 and ending in June 2017, 2,750 shares on the last day of each month beginning in July 2017 and ending in February 2019, and 1,282 shares on the last day of March 2019, subject to the continuing employment of the Reporting Person on each vesting date.

3. The stock option vested and became exercisable,and shall continue to vest and become exercisable, at a rate of 1/60th of the shares each month following the December 19, 2014 vesting commencement date, subject to the continuing employment of the Reporting Person on each vesting date.

4. The stock option vested and shall continue to vest at a rate of 1/60th of the shares each month following the April 15, 2015 vesting commencement date, subject to the continuing employment of the Reporting Person on each vesting date. The stock option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.

5. The stock option vested and became exercisable, and shall continue to vest and become exercisable, at a rate of 1/60th of the shares each month following the January 1, 2016 vesting commencement date, subject to the continuing employment of the Reporting Person on each vesting date.

6. The stock option vested and became exercisable, and shall continue to vest and become exercisable, at a rate of 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	10/02/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.