Hayden Brown - 18 Aug 2024 Form 4 Insider Report for UPWORK, INC (UPWK)

Role
President & CEO, Director
Signature
/s/ Jacob McQuown, Attorney-in-Fact
Issuer symbol
UPWK
Transactions as of
18 Aug 2024
Net transactions value
-$303,976
Form type
4
Filing time
20 Aug 2024, 19:01:51 UTC
Previous filing
20 Jun 2024
Next filing
18 Sep 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPWK Common Stock Options Exercise +5,100 +0.44% 1,169,121 18 Aug 2024 Direct F1
transaction UPWK Common Stock Options Exercise +2,563 +0.22% 1,171,684 18 Aug 2024 Direct F1
transaction UPWK Common Stock Options Exercise +9,589 +0.82% 1,181,273 18 Aug 2024 Direct F1
transaction UPWK Common Stock Options Exercise +7,611 +0.64% 1,188,884 18 Aug 2024 Direct F1
transaction UPWK Common Stock Options Exercise +14,850 +1.2% 1,203,734 18 Aug 2024 Direct F1
transaction UPWK Common Stock Options Exercise +18,333 +1.5% 1,222,067 18 Aug 2024 Direct F1
transaction UPWK Common Stock Sale $303,976 -31,506 -2.6% $9.65 1,190,561 19 Aug 2024 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 -5,100 -33% $0.000000 10,202 18 Aug 2024 Common Stock 5,100 Direct F1, F4
transaction UPWK Restricted Stock Units Options Exercise $0 -2,563 -33% $0.000000 5,125 18 Aug 2024 Common Stock 2,563 Direct F1, F5
transaction UPWK Restricted Stock Units Options Exercise $0 -9,589 -14% $0.000000 57,534 18 Aug 2024 Common Stock 9,589 Direct F1, F6
transaction UPWK Restricted Stock Units Options Exercise $0 -7,611 -14% $0.000000 45,662 18 Aug 2024 Common Stock 7,611 Direct F1, F7
transaction UPWK Restricted Stock Units Options Exercise $0 -14,850 -9.1% $0.000000 148,500 18 Aug 2024 Common Stock 14,850 Direct F1, F8
transaction UPWK Restricted Stock Units Options Exercise $0 -18,333 -9.1% $0.000000 183,334 18 Aug 2024 Common Stock 18,333 Direct F1, F9
* 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 $9.55 to $9.96 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 25% on February 18, 2024, 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.
F9 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.