Statement of Changes in Beneficial Ownership (4)
June 25 2021 - 7:45PM
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
*
Brown Hayden |
2. Issuer Name and Ticker or Trading Symbol
UPWORK, INC
[
UPWK
]
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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)
6/23/2021 |
(Street)
SAN FRANCISCO, CA 94107
(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 Sock | 6/23/2021 | | M | | 75917 | A | $3.68 | 773643 | D | |
Common Sock | 6/23/2021 | | S(1) | | 75917 | D | $55.0284 (2) | 697726 | D | |
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 |
Employee Stock Option (right to buy) | $3.68 | 6/23/2021 | | M | | | 75917 | (3) | 9/25/2027 | Common Sock | 75917 | $0.00 | 301709 | D | |
Explanation of Responses: |
(1) | This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. |
(2) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.00 to $55.23 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 sold at each separate price within the range set forth in this footnote. |
(3) | The options vested with respect to 1/60th of the total shares on October 26, 2017, and then 1/60th of the total shares vest monthly thereafter, subject to the continuing employment of the Reporting Person on each vesting date. |
Reporting Owners
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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 |
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Signatures
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/s/ Jacob McQuown, Attorney-in-Fact | | 6/25/2021 |
**Signature of Reporting Person | Date |
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