Sec Form 4 Filing - GRETSCH GREGORY C. @ Upwork Inc. - 2020-03-05

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 GRETSCH GREGORY C. 2. Issuer Name and Ticker or Trading Symbol Upwork Inc. [ UPWK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O UPWORK INC., 2625 AUGUSTINE DRIVE, SUITE 601 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2020 (Street) SANTA CLARA, CA95054 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/05/2020 P 150,000 A $ 8.0374 ( 1 ) 195,774 ( 2 ) I By Gregory C. Gretsch Trust, UAD 1/28/00 ( 3 ) Common Stock 528,378 ( 4 ) I By Sigma Associates 6, L.P. ( 5 ) Common Stock 94,296 ( 6 ) I By Sigma Investors 6, L.P. ( 5 ) Common Stock 6,594,415 ( 7 ) I By Sigma Partners 6, L.P. ( 5 ) Common Stock 178,131 ( 8 ) D Common Stock 266,667 I By Martis Creek Investments, L.P. - Fund 3 ( 9 ) Common Stock 95,000 I By Martis Creek Inv estments, L.P. - Fund 4 ( 9 ) Common Stock 769,925 I By Martis Creek Investments, L.P. - Fund 5 ( 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 GRETSCH GREGORY C. C/O UPWORK INC. 2625 AUGUSTINE DRIVE, SUITE 601 SANTA CLARA, CA95054 X Signatures /s/Jacob McQuown, Attorney-in-Fact 03/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.92 to $8.15 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 purchased at each separate price within the range set forth in this footnote. ( 2 )This number also reflects 28,025 shares that were previously reported as directly held by the Reporting Person and the in-kind distribution of 17,749 shares by the Sigma Entities (as defined in footnote (5)) to its partners on November 7, 2019. ( 3 )The shares are held by the Gregory C. Gretsch Trust, UAD 1/28/00, of which the Reporting Person is the trustee. ( 4 )This number reflects the in-kind distribution of 194,032 shares by Sigma Associates 6, L.P. to its partners on November 7, 2019. ( 5 )Sigma Management 6, L.L.C. is the general partner of each of Sigma Associates 6, L.P., Sigma Investors 6, L.P., and Sigma Partners 6, L.P., (collectively, the "Sigma Entities"). Robert E. Davoli, Clifford Haas, Lawrence G. Finch, Gregory C. Gretsch (the Reporting Person and a member of the Issuer's board of directors), John Mandile, Peter Solvik, Robert Spinner, and Wade Woodson are the managing members of Sigma Management 6, L.L.C. and share voting and investment power with respect to the shares held by the Sigma Entities. ( 6 )This number reflects the in-kind distribution of 34,430 shares by Sigma Investors 6, L.P. to its partners on November 7, 2019. ( 7 )This number reflects the in-kind distribution of 2,334,880 shares by Sigma Partners 6, L.P. to its partners on November 7, 2019. ( 8 )This number reflects the in-kind distribution of 61,097 shares to the Reporting Person on November 7, 2019 by the Sigma Entities, which shares the Reporting Person previously reported as indirectly held by the Sigma Entities, and 28,025 shares that were previously reported as directly held but that are held by the Gregory C. Gretsch Trust, UAD 1/28/00. ( 9 )The Gretsch Revocable Trust is the general partner of each of Martis Creek Investments, L.P. - Fund 3, Martis Creek Investments, L.P. - Fund 4, and Martis Creek Investments, L.P. - Fund 5 (collectively, the "Martis Creek entities") and has sole voting and dispositive power over the shares held by the Martis Creek entities, and the voting decisions with respect to such shares are made by Gregory Gretsch, the Reporting Person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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