Sec Form 4 Filing - Srinivasan Leela @ Upwork Inc. - 2019-07-09

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 Srinivasan Leela 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) 07/09/2019 (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 07/09/2019 A( 1 ) 19,379 ( 2 ) A $ 0 19,379 D Common Stock 07/09/2019 A( 1 ) 9,689 ( 3 ) A $ 0 29,068 D

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 Srinivasan Leela C/O UPWORK INC. 2625 AUGUSTINE DRIVE, SUITE 601 SANTA CLARA, CA95054 X Signatures /s/ Jacob McQuown, Attorney-in-Fact 07/11/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive 1 share of the Issuer's common stock upon settlement. ( 2 )The RSUs vest as to 1/3 of the total number of shares on July 9, 2020 and then 1/3 of the total number of shares vest on July 9th of each successive year thereafter, subject to continued service through each vesting date; provided, however, that the final annual installment of the award shall fully vest on the earlier of (a) the date immediately prior to the Issuer's annual meeting of stockholders in the last full year of the vesting of the award and (b) the date that is the last day of the last full year of the vesting of the award, in each case, subject to continued service through each vesting date. ( 3 )The RSUs shall fully vest on the earlier of (a) the date immediately prior to the Issuer's next annual meeting of stockholders and (b) the date that is one year following the award grant date, subject to continued service through such vesting date.

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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