Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-20-017427
Date:2020-03-05
Issuer: UPWORK INC. (UPWK)
Original Submission Date:

Reporting Person:

GRETSCH GREGORY C.
C/O UPWORK INC.
2625 AUGUSTINE DRIVE, SUITE 601 SANTA CLARA, CA 95054

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-03-05 P 150,000 a $8.04 195,774 indirect f3
COMMON STOCK 2020-03-05 0 $0.00 528,378 indirect f5
COMMON STOCK 2020-03-05 0 $0.00 94,296 indirect f5
COMMON STOCK 2020-03-05 0 $0.00 6,594,415 indirect f5
COMMON STOCK 2020-03-05 0 $0.00 178,131 direct
COMMON STOCK 2020-03-05 0 $0.00 266,667 indirect f9
COMMON STOCK 2020-03-05 0 $0.00 95,000 indirect f9
COMMON STOCK 2020-03-05 0 $0.00 769,925 indirect f9
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 the reported price in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $7.92 to $8.15 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.
f2 this number also reflects 28,025 shares that were previously reported as directly held by the reporting person and the in-kind distribution of 17,749 shares by the sigma entities (as defined in footnote (5)) to its partners on november 7, 2019.
f3 the shares are held by the gregory c. gretsch trust, uad 1/28/00, of which the reporting person is the trustee.
f4 this number reflects the in-kind distribution of 194,032 shares by sigma associates 6, l.p. to its partners on november 7, 2019.
f5 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.
f6 this number reflects the in-kind distribution of 34,430 shares by sigma investors 6, l.p. to its partners on november 7, 2019.
f7 this number reflects the in-kind distribution of 2,334,880 shares by sigma partners 6, l.p. to its partners on november 7, 2019.
f8 this number reflects the in-kind distribution of 61,097 shares to the reporting person on november 7, 2019 by the sigma entities, which shares the reporting person previously reported as indirectly held by the sigma entities, and 28,025 shares that were previously reported as directly held but that are held by the gregory c. gretsch trust, uad 1/28/00.
f9 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.
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