Jeff McCombs - Sep 29, 2022 Form 4 Insider Report for UPWORK, INC (UPWK)

Role
Chief Financial Officer
Signature
/s/ Jacob McQuown, Attorney-in-Fact
Stock symbol
UPWK
Transactions as of
Sep 29, 2022
Transactions value $
-$991,404
Form type
4
Date filed
10/3/2022, 07:29 PM
Previous filing
Aug 22, 2022
Next filing
Nov 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPWK Common Stock Options Exercise +137K +734.02% 156K Sep 29, 2022 Direct F1
transaction UPWK Common Stock Sale -$991K -71.8K -46.04% $13.82 84.1K Sep 29, 2022 Direct F2, F3

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 -137K -50% $0.00 137K Sep 29, 2022 Common Stock 137K Direct F1, F4
* 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 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.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.63 to $14.08 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.
F4 Pursuant to the Transition and Separation Agreement entered into by and between the Issuer and the Reporting Person dated as of September 21, 2022, 137,174 of the shares initially subject to the restricted stock unit award granted to the Reporting Person on August 4, 2020 accelerated and became fully vested as of September 29, 2022.