Jeff McCombs - 18 Nov 2022 Form 4 Insider Report for UPWORK, INC (UPWK)

Reporting relationship: Chief Financial Officer
Issuer ticker: UPWK
Reported as of: 18 Nov 2022
Net transaction value: -$197,527
SEC form: 4
Accepted by SEC: 22 Nov 2022, 19:02:25 UTC
Prior SEC filing: 03 Oct 2022
Source filing: View source filing
Reporting owner signature: /s/ Jacob McQuown, Attorney-in-Fact

Key filing fact

Jeff McCombs filed Form 4 for UPWORK, INC (UPWK) on 22 Nov 2022.

Key facts

This page summarizes Jeff McCombs's Form 4 filing for UPWORK, INC (UPWK).
11 reported transactions and 5 derivative rows are listed below.
Accepted by SEC: 22 Nov 2022, 19:02.

Change

Previous filing in this sequence was filed on 03 Oct 2022.
Current net transaction value: -$197,527.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

UPWK transaction

Common Stock

Options Exercise

Transaction value
Shares: +17,146
Change %: +20%
Price
Shares after: 101,255
Date: 18 Nov 2022
Ownership: Direct
Footnotes: F1

UPWK transaction

Common Stock

Options Exercise

Transaction value
Shares: +732
Change %: +0.72%
Price
Shares after: 101,987
Date: 18 Nov 2022
Ownership: Direct
Footnotes: F1

UPWK transaction

Common Stock

Options Exercise

Transaction value
Shares: +1,472
Change %: +1.4%
Price
Shares after: 103,459
Date: 18 Nov 2022
Ownership: Direct
Footnotes: F1

UPWK transaction

Common Stock

Options Exercise

Transaction value
Shares: +7,135
Change %: +6.9%
Price
Shares after: 110,594
Date: 18 Nov 2022
Ownership: Direct
Footnotes: F1

UPWK transaction

Common Stock

Options Exercise

Transaction value
Shares: +3,042
Change %: +2.8%
Price
Shares after: 113,636
Date: 18 Nov 2022
Ownership: Direct
Footnotes: F1

UPWK transaction

Common Stock

Sale

Transaction value: $197,527
Shares: -16,372
Change %: -14%
Price: $12.06
Shares after: 97,264
Date: 21 Nov 2022
Ownership: Direct
Footnotes: F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

UPWK transaction Derivative

Restricted Stock Units (RSU)

Options Exercise

Transaction value: $0
Shares: -17,146
Change %: -12%
Price: $0.000000
Shares after: 120,028
Date: 18 Nov 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 17,146
Exercise price
Footnotes: F1, F4

UPWK transaction Derivative

Restricted Stock Units (RSU)

Options Exercise

Transaction value: $0
Shares: -732
Change %: -10%
Price: $0.000000
Shares after: 6,592
Date: 18 Nov 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 732
Exercise price
Footnotes: F1, F5

UPWK transaction Derivative

Restricted Stock Units (RSU)

Options Exercise

Transaction value: $0
Shares: -1,472
Change %: -10%
Price: $0.000000
Shares after: 13,247
Date: 18 Nov 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,472
Exercise price
Footnotes: F1, F6

UPWK transaction Derivative

Restricted Stock Units (RSU)

Options Exercise

Transaction value: $0
Shares: -7,135
Change %: -7.1%
Price: $0.000000
Shares after: 92,751
Date: 18 Nov 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 7,135
Exercise price
Footnotes: F1, F7

UPWK transaction Derivative

Restricted Stock Units (RSU)

Options Exercise

Transaction value: $0
Shares: -3,042
Change %: -25%
Price: $0.000000
Shares after: 9,129
Date: 18 Nov 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 3,042
Exercise price
Footnotes: F1, F8

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 8 footnotes

Footnote F1

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

Footnote 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.

Footnote F3

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.67 to $12.35 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.

Footnote F4

Pursuant to the Transition and Separation Agreement entered into by and between the Issuer and the Reporting Person dated as of September 21, 2022, 17,146 of the shares initially subject to the restricted stock unit award granted to the Reporting Person on August 4, 2020 accelerated and became fully vested as of November 18, 2022.

Footnote F5

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.

Footnote F6

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.

Footnote 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.

Footnote F8

The RSUs vest in equal quarterly installments on each quarterly anniversary, beginning on November 18, 2022 over four quarters of continuous service, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.