NELSON ELIZABETH A - 19 Feb 2025 Form 4 Insider Report for UPWORK, INC (UPWK)

Role
Director
Signature
/s/ Jacob McQuown, Attorney-in-Fact
Issuer symbol
UPWK
Transactions as of
19 Feb 2025
Net transactions value
-$1,043,269
Form type
4
Filing time
21 Feb 2025, 19:01:12 UTC
Previous filing
30 Jan 2025
Next filing
14 May 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 $275,250 +75,000 +460% $3.67 91,299 19 Feb 2025 Direct F1
transaction UPWK Common Stock Sale $1,284,326 -73,101 -80% $17.57 18,198 19 Feb 2025 Direct F1, F2
transaction UPWK Common Stock Sale $34,193 -1,899 -10% $18.01 16,299 19 Feb 2025 Direct F1, F3
holding UPWK Common Stock 416,712 19 Feb 2025 See Footnote F4

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 Stock Option (Right to Buy) Options Exercise $0 -75,000 -100% $0.000000 0 19 Feb 2025 Common Stock 75,000 $3.67 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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).

Explanation of Responses:

Id Content
F1 This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 25, 2024, which plan exclusively includes shares covered by a fully vested stock option expiring on February 25, 2025.
F2 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.97 to $17.96 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.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.97 to $18.06 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 Shares are held by a trust for the benefit of the Reporting Person and her spouse.
F5 This option is fully vested and exercisable.