SEC Form 4 · accession 0001567619-18-003830
UPWORK, INC · UPWK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
SIGMA MANAGEMENT 6 LLC
10% Owner
Period of report
Oct 5, 2018
Accepted (ET)
Oct 5, 2018 · 8:13 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 StockF1,F2 | Oct 5, 2018 | C | 991,751 | $0.00 | A | 1,028,777 | I | Held directly by Sigma Associates 6, L.P. |
| Common StockF1,F2 | Oct 5, 2018 | C | 176,352 | $0.00 | A | 183,090 | I | Held directly by Sigma Investors 6, L.P. |
| Common StockF1,F2 | Oct 5, 2018 | C | 12,154,768 | $0.00 | A | 12,641,735 | I | Held directly by Sigma Partners 6, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Preferred StockF2,F1 | $0.00 | Oct 5, 2018 | C | 70,891 | D | — | — | Common Stock | 70,891 | 0 | I |
| Series A-1 Preferred StockF2,F1 | $0.00 | Oct 5, 2018 | C | 12,761 | D | — | — | Common Stock | 12,761 | 0 | I |
| Series A-1 Preferred StockF2,F1 | $0.00 | Oct 5, 2018 | C | 890,123 | D | — | — | Common Stock | 890,123 | 0 | I |
| Series A-2 Preferred StockF2,F1 | $0.00 | Oct 5, 2018 | C | 875,732 | D | — | — | Common Stock | 875,732 | 0 | I |
| Series A-2 Preferred StockF2,F1 | $0.00 | Oct 5, 2018 | C | 155,356 | D | — | — | Common Stock | 155,356 | 0 | I |
| Series A-2 Preferred StockF2,F1 | $0.00 | Oct 5, 2018 | C | 10,669,617 | D | — | — | Common Stock | 10,669,617 | 0 | I |
| Series B-1 Preferred StockF2,F1 | $0.00 | Oct 5, 2018 | C | 45,128 | D | — | — | Common Stock | 45,128 | 0 | I |
| Series B-1 Preferred StockF2,F1 | $0.00 | Oct 5, 2018 | C | 8,235 | D | — | — | Common Stock | 8,235 | 0 | I |
| Series B-1 Preferred StockF2,F1 | $0.00 | Oct 5, 2018 | C | 595,028 | D | — | — | Common Stock | 595,028 | 0 | 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.
- 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, 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.