Sec Form 4 Filing - SIGMA PARTNERS 6 LP @ Upwork Inc. - 2019-08-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SIGMA PARTNERS 6 LP 2. Issuer Name and Ticker or Trading Symbol Upwork Inc. [ UPWK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2105 SOUTH BASCOM AVENUE,, SUITE 370 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2019 (Street) CAMPBELL, CA95008 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/08/2019 J( 1 ) 3,702,440 D 8,939,295 I Sigma Partners 6, L.P. ( 2 ) ( 7 ) Common Stock 08/08/2019 J( 3 ) 306,367 D 722,410 I Sigma Associates 6, L.P. ( 4 ) ( 7 ) Common Stock 08/08/2019 J( 5 ) 54,364 D 128,726 I Sigma Investors 6, L.P. ( 6 ) ( 7 ) Common Stock 08/08/2019 J( 8 ) 964,688 A 964,688 I Sigma Management 6, L.L.C. ( 7 ) ( 9 ) Common Stock 08/08/2019 J( 10 ) 964,688 D 0 I Sigma Management 6, L.L.C. ( 7 ) ( 9 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SIGMA PARTNERS 6 LP 2105 SOUTH BASCOM AVENUE, SUITE 370 CAMPBELL, CA95008 X Sigma Associates 6, L.P. 2105 SOUTH BASCOM AVENUE, SUITE 370 CAMPBELL, CA95008 X SIGMA INVESTORS 6 LP 2105 SOUTH BASCOM AVENUE, SUITE 370 CAMPBELL, CA95008 X Signatures SIGMA PARTNERS 6, L.P. By: Sigma Management 6, LLC Its: General Partner By: /s/ Gregory Gretsch Managing Director 08/12/2019 Signature of Reporting Person Date SIGMA ASSOCIATES 6, L.P. By: Sigma Management 6, LLC Its: General Partner By: /s/ Gregory Gretsch Managing Director 08/12/2019 Signature of Reporting Person Date SIGMA INVESTORS 6, L.P. By: Sigma Management 6, LLC Its: General Partner By: /s/ Gregory Gretsch Managing Director 08/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an in-kind distribution to the partners of Sigma Partners 6, L.P. ("Sigma Partners 6") without the receipt of consideration. ( 2 )These shares are held by Sigma Partners 6. Sigma Management 6, L.L.C. (the "General Partner") is the general partner of Sigma Partners 6. The General Partner disclaims beneficial ownership of such shares, except to the extent of the General Partner's pecuniary interest therein. ( 3 )Represents an in-kind distribution to the partners of Sigma Associates 6, L.P. ("Sigma Associates 6") without the receipt of consideration. ( 4 )These shares are held by Sigma Associates 6. The General Partner is the general partner of Sigma Associates 6. The General Partner disclaims beneficial ownership of such shares, except to the extent of the General Partner's pecuniary interest therein. ( 5 )Represents an in-kind distribution to the partners of Sigma Investors 6, L.P. ("Sigma Investors 6") without the receipt of consideration. ( 6 )These shares are held by Sigma Investors 6. The General Partner is the general partner of Sigma Investors 6. The General Partner disclaims beneficial ownership of such shares, except to the extent of the General Partner's pecuniary interest therein. ( 7 )Robert E. Davoli, Lawrence G. Finch, Clifford L. Haas, John R. Mandile, Gregory C. Gretsch, Peter Solvik, Robert Spinner and Wade Woodson are the managing members of the General Partner (the "Managing Members"). Each Managing Member disclaims beneficial ownership of all securities held by Sigma Partners 6, Sigma Associates 6 and Sigma Investors 6, except to the extent of each Managing Member's pecuniary interest therein. Mr. Gretsch is a director of the Issuer and, accordingly, files separate Section 16 reports. ( 8 )Represents a receipt of shares from an in-kind distribution by Sigma Partners 6 and Sigma Investors 6, to the General Partner without receipt of consideration. ( 9 )These shares are held by the General Partner. Robert E. Davoli, Lawrence G. Finch, Clifford L. Haas, John R. Mandile, Gregory C. Gretsch, Peter Solvik, Robert Spinner and Wade Woodson are the managing members of the General Partner. ( 10 )Represents an in-kind distribution by the General Partner to the Managing Members and their affiliated entities.

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