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Filing Details

Accession Number:: 0001209191-20-046265
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-08-11 21:28:21
Reporting Period:: 2020-08-07

Accepted Time:: 2020-08-11 21:28:21
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1627475	Upwork Inc.	UPWK	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1517236	C. Gregory Gretsch	C/O Upwork Inc. 2625 Augustine Drive, Suite 601 Santa Clara CA 95054		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-08-07	100,000	$14.76	737,372	No	4	P	Direct
Common Stock	Acquisiton	2020-08-07	100,000	$14.76	616,795	No	4	P	Indirect	By Gregory C. Gretsch Trust, UAD 1/28/00
Common Stock	Acquisiton	2020-08-07	25,944	$14.90	25,944	No	4	P	Indirect	By Trusts for Children
Common Stock	Acquisiton	2020-08-10	221,900	$14.95	959,272	No	4	P	Direct
Common Stock	Acquisiton	2020-08-11	100,000	$14.03	716,795	No	4	P	Indirect	By Gregory C. Gretsch Trust, UAD 1/28/00

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Indirect	By Gregory C. Gretsch Trust, UAD 1/28/00
No	4	P	Indirect	By Trusts for Children
No	4	P	Direct
No	4	P	Indirect	By Gregory C. Gretsch Trust, UAD 1/28/00

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	266,667	Indirect	By Martis Creek Investments, L.P. - Fund 3
Common Stock	95,000	Indirect	By Martis Creek Investments, L.P. - Fund 4
Common Stock	769,925	Indirect	By Martis Creek Investments, L.P. - Fund 5

Footnotes

The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.44 to $14.9285 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.
This number includes the in-kind distribution of 97,135 and 74,634 shares to the Reporting Person on June 2, 2020 and August 5, 2020, respectively, by entities affiliated with Sigma Management 6, LLC (the "Sigma Entities"), which shares the Reporting Person previously reported as indirectly held through the Sigma Entities.
This number includes the in-kind distribution of 28,222 and 21,301 shares to the Reporting Person on June 2, 2020 and August 5, 2020, respectively, by the Sigma Entities, which shares the Reporting Person previously reported as indirectly held through the Sigma Entities.
The shares are held by the Gregory C. Gretsch Trust, UAD 1/28/00, of which the Reporting Person is the trustee.
The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.76 to $14.98 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.
The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.46 to $15.00 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.
The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.945 to $14.13 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.
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.