UPWK Upwork Inc

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                       

1. Name and Address of Reporting Person * Brown Hayden	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 __X__ Officer (give title below)    _____ Other (specify below) President & CEO
(Last)          (First)          (Middle) C/O UPWORK INC.,, 475 BRANNAN STREET, SUITE 430	3. Date of Earliest Transaction (MM/DD/YYYY) 5/3/2021
(Street) SAN FRANCISCO, CA 94107 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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 Sock	5/3/2021		M		2375	A	$1.52	468904	D
Common Sock	5/3/2021		M		20965	A	$3.04	489869	D
Common Sock	5/3/2021		M		120597	A	$2.76	610466	D
Common Sock	5/3/2021		M		13141	A	$3.67	623607	D
Common Sock	5/3/2021		M		1359	A	$3.58	624966	D
Common Sock	5/3/2021		M		41668	A	$3.03	666634	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (right to buy)	$1.52	5/3/2021		M			2375	(1)	12/14/2021	Common Stock	2375	$0.00	0	D
Employee Stock Option (right to buy)	$3.04	5/3/2021		M			20965	(1)	7/24/2023	Common Stock	20965	$0.00	0	D
Employee Stock Option (right to buy)	$2.76	5/3/2021		M			120597	(1)	4/6/2024	Common Stock	120597	$0.00	0	D
Employee Stock Option (right to buy)	$3.67	5/3/2021		M			13141	(1)	12/18/2024	Common Stock	13141	$0.00	0	D
Employee Stock Option (right to buy)	$3.58	5/3/2021		M			1359	(1)	4/22/2025	Common Sock	1359	$0.00	0	D
Employee Stock Option (right to buy)	$3.03	5/3/2021		M			41668	(1)	12/22/2025	Common Sock	41668	$0.00	0	D

Explanation of Responses:
(1)	The options are fully vested and immediately exercisable.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Brown Hayden C/O UPWORK INC., 475 BRANNAN STREET, SUITE 430 SAN FRANCISCO, CA 94107	X		President & CEO

Signatures
/s/ Jacob McQuown, Attorney-in-Fact		5/5/2021
**Signature of Reporting Person		Date