Hayden Brown - 18 Nov 2023 Form 4 Insider Report for UPWORK, INC (UPWK)

Signature
/s/ Jacob McQuown, Attorney-in-Fact
Issuer symbol
UPWK
Transactions as of
18 Nov 2023
Net transactions value
-$319,289
Form type
4
Filing time
21 Nov 2023, 19:01:25 UTC
Previous filing
20 Sep 2023
Next filing
20 Dec 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPWK Common Stock Options Exercise +5,098 +0.48% 1,063,973 18 Nov 2023 Direct F1
transaction UPWK Common Stock Options Exercise +2,562 +0.24% 1,066,535 18 Nov 2023 Direct F1
transaction UPWK Common Stock Options Exercise +9,589 +0.9% 1,076,124 18 Nov 2023 Direct F1
transaction UPWK Common Stock Options Exercise +7,611 +0.71% 1,083,735 18 Nov 2023 Direct F1
transaction UPWK Common Stock Options Exercise +18,333 +1.7% 1,102,068 18 Nov 2023 Direct F1
transaction UPWK Common Stock Sale $319,289 -22,177 -2% $14.40 1,079,891 20 Nov 2023 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 Options Exercise $0 -5,098 -17% $0.000000 25,500 18 Nov 2023 Common Stock 5,098 Direct F1, F4
transaction UPWK Restricted Stock Units Options Exercise $0 -2,562 -17% $0.000000 12,813 18 Nov 2023 Common Stock 2,562 Direct F1, F5
transaction UPWK Restricted Stock Units Options Exercise $0 -9,589 -10% $0.000000 86,301 18 Nov 2023 Common Stock 9,589 Direct F1, F6
transaction UPWK Restricted Stock Units Options Exercise $0 -7,611 -10% $0.000000 68,493 18 Nov 2023 Common Stock 7,611 Direct F1, F7
transaction UPWK Restricted Stock Units Options Exercise $0 -18,333 -7.1% $0.000000 238,334 18 Nov 2023 Common Stock 18,333 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 $14.22 to $14.76 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 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.
F5 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.
F6 The RSUs vest 25% on February 18, 2023, 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.
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 over four years beginning on May 18, 2023, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.