Hayden Brown - 18 Feb 2025 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 Feb 2025
Net transactions value
-$341,129
Form type
4
Filing time
20 Feb 2025, 19:00:49 UTC
Previous filing
18 Dec 2024
Next filing
11 Mar 2025
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 +5,104 +0.41% 1,243,260 18 Feb 2025 Direct F1
transaction UPWK Common Stock Options Exercise +2,563 +0.21% 1,245,823 18 Feb 2025 Direct F1
transaction UPWK Common Stock Options Exercise +9,589 +0.77% 1,255,412 18 Feb 2025 Direct F1
transaction UPWK Common Stock Options Exercise +7,610 +0.61% 1,263,022 18 Feb 2025 Direct F1
transaction UPWK Common Stock Options Exercise +14,850 +1.2% 1,277,872 18 Feb 2025 Direct F1
transaction UPWK Common Stock Options Exercise +18,333 +1.4% 1,296,205 18 Feb 2025 Direct F1
transaction UPWK Common Stock Sale $341,129 -21,122 -1.6% $16.15 1,275,083 18 Feb 2025 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 -5,104 -100% $0.000000 0 18 Feb 2025 Common Stock 5,104 Direct F1, F4
transaction UPWK Restricted Stock Units Options Exercise $0 -2,563 -100% $0.000000 0 18 Feb 2025 Common Stock 2,563 Direct F1, F5
transaction UPWK Restricted Stock Unit Options Exercise $0 -9,589 -20% $0.000000 38,356 18 Feb 2025 Common Stock 9,589 Direct F1, F6
transaction UPWK Restricted Stock Units Options Exercise $0 -7,610 -20% $0.000000 30,442 18 Feb 2025 Common Stock 7,610 Direct F1, F7
transaction UPWK Restricted Stock Unit Options Exercise $0 -14,850 -11% $0.000000 118,800 18 Feb 2025 Common Stock 14,850 Direct F1, F8
transaction UPWK Restricted Stock Units Options Exercise $0 -18,333 -11% $0.000000 146,667 18 Feb 2025 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 $15.79 to $16.49 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.