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^*

Kasriel Stephane

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

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	201,848	D
Common Stock	18,152	D⁽¹⁾

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)	⁽²⁾	04/06/2024	Common Stock	18,450	$2.76	D
Employee Stock Option (right to buy)	⁽³⁾	04/06/2024	Common Stock	572,741	$2.76	D
Employee Stock Option (right to buy)	⁽²⁾	06/23/2024	Common Stock	831	$2.76	D
Employee Stock Option (right to buy)	⁽²⁾	06/24/2022	Common Stock	595,432	$3.04	D
Employee Stock Option (right to buy)	⁽²⁾	10/30/2023	Common Stock	18,450	$3.04	D
Employee Stock Option (right to buy)	⁽⁴⁾	04/22/2025	Common Stock	3,070,324	$3.58	D
Employee Stock Option (right to buy)	⁽⁵⁾	04/19/2026	Common Stock	1,000,000	$3.23	D
Employee Stock Option (right to buy)	⁽⁶⁾	06/30/2028	Common Stock	1,860,000	$6.61	D

Explanation of Responses:

1. Held directly by the Reporting Person as custodian for his children.

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

3. The stock option vested and became exercisable, and shall continue to vest and become exercisable, with respect to 5,929 shares on the last day of each month beginning in April 2014 and ending in March 2016, 9,879 shares on the last day of April 2016, 17,787 shares on the last day of each of May 2016 and June 2016, 18,333 shares on the last day of each month beginning in July 2016 and ending in February 2019, and 18,346 shares on the last day of March 2019, subject to the continuing employment of the Reporting Person on each vesting date.

4. 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 April 20, 2015 vesting commencement date, subject to the continuing employment of the Reporting Person on each vesting date.

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 April 20, 2016 vesting commencement date, subject to the continuing employment of the Reporting Person on each vesting date.

6. The stock option will vest and become exercisable with respect to 620,000 shares on January 1, 2022, 620,000 shares on January 1, 2023, and the remaining unvested shares on January 1, 2024, subject to the Reporting Person's achievement of certain performance objectives and continuing employment 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.