THOMAS LAYTON - 02 Jun 2022 Form 4 Insider Report for UPWORK, INC (UPWK)

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPWK	Common Stock	Award	$0	+10.2K	+134.46%	$0.00	17.8K	02 Jun 2022	Direct	F1, F2
transaction	UPWK	Common Stock	Award	$0	+3.03K	+17.05%	$0.00	20.8K	02 Jun 2022	Direct	F3
transaction	UPWK	Common Stock	Award	$0	+3.31K	+15.89%	$0.00	24.1K	02 Jun 2022	Direct	F3
holding	UPWK	Common Stock						3.97M	02 Jun 2022	See footnote	F4
holding	UPWK	Common Stock						136K	02 Jun 2022	See footnote	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Id	Content
F1	Represents an award of RSUs. The RSUs vest 100% on the earlier of (a) the date immediately prior to the Issuer's 2023 annual meeting of stockholders and (b) June 2, 2023, in each case subject to the continuing service of the Reporting Person through such date.
F2	This number reflects the forfeiture by the Reporting Person to the Issuer of an aggregate of 568 shares of Common Stock.
F3	Represents an award of RSUs. The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2022), subject to the continuing service of the Reporting Person on each vesting date; provided, however, that the final quarterly installment shall fully vest on the earlier of (a) the date immediately prior to the Issuer's 2023 annual meeting of stockholders and (b) the date that is the last day of the last full quarter of the vesting of such award, in each case subject to the continuing service of the Reporting Person through such date.
F4	Held by Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended.
F5	Held by Thomas Layton, Trustee of the Thomas H. Layton Separate Property Revocable Trust dtd 11/29/99.