Eric Gilpin - Nov 18, 2021 Form 4 Insider Report for UPWORK, INC (UPWK)

Role
Senior VP, Sales
Signature
/s/ Jacob McQuown, Attorney-in-Fact
Stock symbol
UPWK
Transactions as of
Nov 18, 2021
Transactions value $
-$147,770
Form type
4
Date filed
11/22/2021, 07:22 PM
Previous filing
Nov 2, 2021
Next filing
Nov 26, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPWK Common Stock Options Exercise +6.74K +51.65% 19.8K Nov 18, 2021 Direct F1, F2
transaction UPWK Common Stock Options Exercise +525 +2.65% 20.3K Nov 18, 2021 Direct F1
transaction UPWK Common Stock Sale -$148K -3.5K -17.25% $42.21 16.8K Nov 18, 2021 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction UPWK Restricted Stock Units (RSU) Options Exercise $0 -6.74K -10% $0.00 60.6K Nov 18, 2021 Common Stock 6.74K Direct F1, F5
transaction UPWK Restricted Stock Units (RSU) Options Exercise $0 -525 -7.13% $0.00 6.83K Nov 18, 2021 Common Stock 525 Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
F2 Includes 997 shares acquired under the Issuer's employee stock purchase plan on November 12, 2021.
F3 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.
F4 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.04 to $42.53 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.
F5 The RSUs vest in equal quarterly installments over four years beginning on May 18, 2020, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
F6 The RSUs vest in equal quarterly installments over four years beginning on May 18, 2021, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.