SEC Form 4 · accession 0001567619-18-003827

UPWORK, INC · UPWK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Kevin Harvey

Director · 10% Owner

Period of report

Oct 5, 2018

Accepted (ET)

Oct 5, 2018 · 8:08 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001627475

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Oct 5, 2018	C	14,217,253	$0.00	A	14,603,885	I	See footnote
Common Stock	holding	—	—		—	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A-1 Preferred Stock^F2,F1	$0.00	Oct 5, 2018	C	1,111,911	D	—	—	Common Stock	1,111,911	I
Series A-2 Preferred Stock^F2,F1	$0.00	Oct 5, 2018	C	10,451,892	D	—	—	Common Stock	10,451,892	I
Series B-1 Preferred Stock^F2,F1	$0.00	Oct 5, 2018	C	2,508,432	D	—	—	Common Stock	2,508,432	I
Series B-2 Preferred Stock^F2,F1	$0.00	Oct 5, 2018	C	145,018	D	—	—	Common Stock	145,018	I

Explanation of responses

F1In connection with the consummation of the Issuer's initial public offering on October 5, 2018, each share of Preferred Stock automatically converted into one (1) share of the Issuer's Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.
F2Shares are held directly by Benchmark Capital Partners V, L.P. ("BCP V"), as nominee for BCP V, Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B") and related persons. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole voting and dispositive power over such shares. Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC V, may be deemed to share voting and dispositive power over these shares. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).

Remarks

This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members.