Home > Insider Trading > Filing (0001209191-21-004583)

Filing Details

Accession Number:: 0001209191-21-004583
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-01-20 21:00:58
Reporting Period:: 2021-01-18

Accepted Time:: 2021-01-20 21:00:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1627475	Upwork Inc.	UPWK	Services-Computer Processing & Data Preparation (7374)	464337682

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1753662	Hayden Brown	C/O Upwork Inc. 2625 Augustine Drive, Suite 601 Santa Clara CA 95054	President & Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2021-01-18	2,585	$0.00	439,971	No	4	M	Direct
Common Stock	Disposition	2021-01-20	633	$39.87	439,338	No	4	S	Direct
Common Stock	Disposition	2021-01-20	354	$40.75	438,984	No	4	S	Direct
Common Stock	Disposition	2021-01-20	80	$41.35	438,904	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (right to buy)	Acquisiton	2021-01-18	1,500,000	$0.00	1,500,000	$38.80
Common Stock	Restricted Stock Units (RSU)	Disposition	2021-01-18	2,585	$0.00	2,585	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,500,000		2031-01-17	No	4	A	Direct
18,097			No	4	M	Direct

Footnotes

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.27 to $40.26 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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.27 to $41.26 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.
The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $41.27 to $41.74 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 option will vest in 16 equal quarterly installments conditioned upon the achievement of certain performance milestones that are based on market capitalization metrics, subject to the Reporting Person's continued employment as the Chief Executive Officer of the Issuer.
The RSUs will vest in equal quarterly installments over three years beginning on January 18, 2020, subject to the Reporting Person's continuing employment with the Issuer on each vesting date.