| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | UPWK | Common Stock | Sale | -$14.7K | -983 | -100% | $14.94 | 0 | Nov 15, 2024 | Direct | F1, F2, F3 |
| transaction | UPWK | Common Stock | Options Exercise | +3.75K | 3.75K | Nov 18, 2024 | Direct | F4 | |||
| transaction | UPWK | Common Stock | Sale | -$21.1K | -1.4K | -37.23% | $15.13 | 2.35K | Nov 18, 2024 | Direct | F5, F6 |
| transaction | UPWK | Common Stock | Sale | -$35.1K | -2.35K | -100% | $14.90 | 0 | Nov 19, 2024 | Direct | F1, F7 |
| 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 | -3.75K | -10% | $0.00 | 33.8K | Nov 18, 2024 | Common Stock | 3.75K | Direct | F4, F8 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
| Id | Content |
|---|---|
| F1 | This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on June 7, 2023 and most recently modified on May 28, 2024 |
| F2 | Reflects 983 shares acquired under the Issuer's employee stock purchase plan on November 14, 2024. |
| F3 | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.85 to $15.06 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 | Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. |
| F5 | 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. |
| F6 | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.97 to $15.19 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. |
| F7 | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.89 to $14.93 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. |
| 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 on each vesting date. |