Jeff McCombs - Nov 18, 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
Nov 18, 2022
Transactions value $
-$197,527
Form type
4
Date filed
11/22/2022, 07:02 PM
Previous filing
Oct 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPWK Common Stock Options Exercise +17.1K +20.39% 101K Nov 18, 2022 Direct F1
transaction UPWK Common Stock Options Exercise +732 +0.72% 102K Nov 18, 2022 Direct F1
transaction UPWK Common Stock Options Exercise +1.47K +1.44% 103K Nov 18, 2022 Direct F1
transaction UPWK Common Stock Options Exercise +7.14K +6.9% 111K Nov 18, 2022 Direct F1
transaction UPWK Common Stock Options Exercise +3.04K +2.75% 114K Nov 18, 2022 Direct F1
transaction UPWK Common Stock Sale -$198K -16.4K -14.41% $12.06 97.3K Nov 21, 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 -17.1K -12.5% $0.00 120K Nov 18, 2022 Common Stock 17.1K Direct F1, F4
transaction UPWK Restricted Stock Units (RSU) Options Exercise $0 -732 -9.99% $0.00 6.59K Nov 18, 2022 Common Stock 732 Direct F1, F5
transaction UPWK Restricted Stock Units (RSU) Options Exercise $0 -1.47K -10% $0.00 13.2K Nov 18, 2022 Common Stock 1.47K Direct F1, F6
transaction UPWK Restricted Stock Units (RSU) Options Exercise $0 -7.14K -7.14% $0.00 92.8K Nov 18, 2022 Common Stock 7.14K Direct F1, F7
transaction UPWK Restricted Stock Units (RSU) Options Exercise $0 -3.04K -24.99% $0.00 9.13K Nov 18, 2022 Common Stock 3.04K Direct F1, F8
* 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 $11.67 to $12.35 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, 17,146 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 November 18, 2022.
F5 The RSUs vest 25% on February 18, 2022, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment 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.
F7 The RSUs vest in equal quarterly installments over four years beginning on May 18, 2022, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
F8 The RSUs vest in equal quarterly installments on each quarterly anniversary, beginning on November 18, 2022 over four quarters of continuous service, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.