Gary Steele - Jun 7, 2024 Form 4 Insider Report for UPWORK, INC (UPWK)

Role: Director
Signature: /s/ Jacob McQuown, Attorney-in-Fact
Stock symbol: UPWK
Transactions as of: Jun 7, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/11/2024, 07:01 PM
Previous filing: May 28, 2024
Next filing: Sep 23, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPWK	Common Stock	Award	$0	+16.3K	+26.4%	$0.00	78K	Jun 7, 2024	Direct	F1
transaction	UPWK	Common Stock	Award	$0	+4.85K	+6.21%	$0.00	82.9K	Jun 7, 2024	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents an award of Restricted Stock Units ("RSUs"). The RSUs vest 100% on the earlier of (a) the date immediately prior to the Issuer's 2025 annual meeting of stockholders and (b) June 7, 2025, in each case subject to the continuing service of the Reporting Person through such date.
F2	Represents an award of RSUs. The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2024), subject to the continuing service of the Reporting Person on each vesting date; provided, however, that the final quarterly installment shall fully vest on the earlier of (a) the date immediately prior to the Issuer's 2025 annual meeting of stockholders and (b) the date that is the last day of the last full quarter of the vesting of such award, in each case subject to the continuing service of the Reporting Person through such date.

Content

Represents an award of Restricted Stock Units ("RSUs"). The RSUs vest 100% on the earlier of (a) the date immediately prior to the Issuer's 2025 annual meeting of stockholders and (b) June 7, 2025, in each case subject to the continuing service of the Reporting Person through such date.

Represents an award of RSUs. The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2024), subject to the continuing service of the Reporting Person on each vesting date; provided, however, that the final quarterly installment shall fully vest on the earlier of (a) the date immediately prior to the Issuer's 2025 annual meeting of stockholders and (b) the date that is the last day of the last full quarter of the vesting of such award, in each case subject to the continuing service of the Reporting Person through such date.