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 * Vazquez-Ubarri Anilu 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/YYYY)
11/10/2020
(Street)
SANTA CLARA, CA 95054
(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 Stock  11/10/2020    A(1)    14265 (2) A $0.00  14265  D   
Common Stock  11/10/2020    A(1)    5349 (3) A $0.00  19614  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

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 each of November 10, 2021 and November 10, 2022 and then 1/3 of the total number of shares vest on the earlier of (a) the date immediately prior to the Issuer's 2023 annual meeting of stockholders and (b) December 31, 2023, in each case subject to continued service through each vesting date.
(3)  The RSUs fully vest on the earlier of (a) the date immediately prior to the Issuer's 2021 annual meeting of stockholders and (b) November 10, 2021, subject to continued service through such vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Vazquez-Ubarri Anilu
C/O UPWORK INC.
2625 AUGUSTINE DRIVE, SUITE 601
SANTA CLARA, CA 95054
X



Signatures
/s/ Jacob McQuown, Attorney-in-Fact 11/12/2020
**Signature of Reporting Person Date
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