Statement of Changes in Beneficial Ownership (4)
May 12 2020 - 7:46PM
Edgar (US Regulatory)
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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GRETSCH GREGORY C. |
2. Issuer Name and Ticker or Trading Symbol
Upwork Inc.
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UPWK
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O UPWORK INC., 2625 AUGUSTINE DRIVE, SUITE 601 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/8/2020 |
(Street)
SANTA CLARA, CA 95054
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/8/2020 | | P | | 175000 | A | $9.7059 (1) | 370774 | I | By Gregory C. Gretsch Trust, UAD 1/28/00 (2) |
Common Stock | 5/8/2020 | | P | | 175000 | A | $9.7059 (1) | 353131 | D | |
Common Stock | 5/11/2020 | | P | | 96498 | A | $10.3941 (3) | 467272 | I | By Gregory C. Gretsch Trust, UAD 1/28/00 (2) |
Common Stock | 5/11/2020 | | P | | 96498 | A | $10.3941 (3) | 449629 | D | |
Common Stock | | | | | | | | 528378 | I | By Sigma Associates 6, L.P. (4) |
Common Stock | | | | | | | | 94296 | I | By Sigma Investors 6, L.P. (4) |
Common Stock | | | | | | | | 6594415 | I | By Sigma Partners 6, L.P. (4) |
Common Stock | | | | | | | | 266667 | I | By Martis Creek Investments, L.P. - Fund 3 (5) |
Common Stock | | | | | | | | 95000 | I | By Martis Creek Investments, L.P. - Fund 4 (5) |
Common Stock | | | | | | | | 769925 | I | By Martis Creek Investments, L.P. - Fund 5 (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
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 $9.45 to $9.92 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) | The shares are held by the Gregory C. Gretsch Trust, UAD 1/28/00, of which the Reporting Person is the trustee. |
(3) | The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.975 to $10.50 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. |
(4) | 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. |
(5) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GRETSCH GREGORY C. C/O UPWORK INC. 2625 AUGUSTINE DRIVE, SUITE 601 SANTA CLARA, CA 95054 | X |
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Signatures
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/s/Jacob McQuown, Attorney-in-Fact | | 5/12/2020 |
**Signature of Reporting Person | Date |
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