SEC Form 4 · accession 0001567619-18-003829

UPWORK, INC · UPWK

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

Reporting owner

Director · 10% Owner

Period of report

Oct 5, 2018

Accepted (ET)

Oct 5, 2018 · 8:11 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	991,751	$0.00	A	1,028,777	I	Held directly by Sigma Associates 6, L.P.
Common Stock^F1,F2	Oct 5, 2018	C	176,352	$0.00	A	183,090	I	Held directly by Sigma Investors 6, L.P.
Common Stock^F1,F2	Oct 5, 2018	C	12,154,768	$0.00	A	12,641,735	I	Held directly by Sigma Partners 6, L.P.
Common Stock^F1,F3	Oct 5, 2018	C	768,495	$0.00	A	769,925	I	Held directly by Martis Creek Investments, L.P. - Fund 5
Common Stock^F3	holding	—	—		—	266,667	I	Held directly by Martis Creek Investments, L.P. - Fund 3
Common Stock^F3	holding	—	—		—	95,000	I	Held directly by Martis Creek Investments, L.P. - Fund 4
Common Stock	holding	—	—		—	0	D

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	70,891	D	—	—	Common Stock	70,891	I
Series A-1 Preferred Stock^F2,F1	$0.00	Oct 5, 2018	C	12,761	D	—	—	Common Stock	12,761	I
Series A-1 Preferred Stock^F2,F1	$0.00	Oct 5, 2018	C	890,123	D	—	—	Common Stock	890,123	I
Series A-2 Preferred Stock^F2,F1	$0.00	Oct 5, 2018	C	875,732	D	—	—	Common Stock	875,732	I
Series A-2 Preferred Stock^F2,F1	$0.00	Oct 5, 2018	C	155,356	D	—	—	Common Stock	155,356	I
Series A-2 Preferred Stock^F2,F1	$0.00	Oct 5, 2018	C	10,669,617	D	—	—	Common Stock	10,669,617	I
Series B-1 Preferred Stock^F2,F1	$0.00	Oct 5, 2018	C	45,128	D	—	—	Common Stock	45,128	I
Series B-1 Preferred Stock^F2,F1	$0.00	Oct 5, 2018	C	8,235	D	—	—	Common Stock	8,235	I
Series B-1 Preferred Stock^F2,F1	$0.00	Oct 5, 2018	C	595,028	D	—	—	Common Stock	595,028	I
Series A-1 Preferred Stock^F3,F1	$0.00	Oct 5, 2018	C	173,917	D	—	—	Common Stock	173,917	I
Series A-2 Preferred Stock^F3,F1	$0.00	Oct 5, 2018	C	559,863	D	—	—	Common Stock	559,863	I
Series B-1 Preferred Stock^F3,F1	$0.00	Oct 5, 2018	C	34,715	D	—	—	Common Stock	34,715	I

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.
F2Sigma 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.
F3The 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.