GREGORY C. GRETSCH - 09 Jun 2023 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	+22.4K	+9.35%	$0.00	262K	09 Jun 2023	Direct	F1
transaction	UPWK	Common Stock	Award	$0	+6.67K	+2.54%	$0.00	269K	09 Jun 2023	Direct	F2
holding	UPWK	Common Stock						717K	09 Jun 2023	See footnote	F3
holding	UPWK	Common Stock						25.9K	09 Jun 2023	See footnote	F4
holding	UPWK	Common Stock						1.13M	09 Jun 2023	See footnote	F5
holding	UPWK	Common Stock						723K	09 Jun 2023	See footnote	F6

* 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 2024 annual meeting of stockholders and (b) June 9, 2024, in each case subject to the continuing service of the Reporting Person through such date.
F2	Represents an award of RSUs. The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2023), 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 2024 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.
F3	Shares are held by a trust for the benefit of the Reporting Person.
F4	Shares are held by a trust for the benefit of the Reporting Person's children.
F5	Shares are held by a limited partnership controlled by the Reporting Person.
F6	Shares are held by a trust for the benefit of the Reporting Person and his spouse.