SEC Form 4 · accession 0001567619-18-003831
UPWORK, INC · UPWK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Layton
Director · Other
Period of report
Oct 5, 2018
Accepted (ET)
Oct 5, 2018 · 8:14 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 | 578,859 | $0.00 | A | 4,141,848 | 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 | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Preferred StockF2,F1 | $0.00 | Oct 5, 2018 | C | 89,628 | D | — | — | Common Stock | 89,628 | 0 | I |
| Series A-2 Preferred StockF2,F1 | $0.00 | Oct 5, 2018 | C | 297,536 | D | — | — | Common Stock | 297,536 | 0 | I |
| Series B-1 Preferred StockF2,F1 | $0.00 | Oct 5, 2018 | C | 191,695 | D | — | — | Common Stock | 191,695 | 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.
- F2Held directly by Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended.