SEC Form 4 · accession 0001567619-18-003832
UPWORK, INC · UPWK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dan Marriott
Director
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 | 4,020,416 | $0.00 | A | 5,309,646 | I | Held directly by SG Growth Partners I, L.P. |
| 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 | 1,200,000 | D | — | — | Common Stock | 1,200,000 | 0 | I |
| Series A-2 Preferred StockF2,F1 | $0.00 | Oct 5, 2018 | C | 2,639,139 | D | — | — | Common Stock | 2,639,139 | 0 | I |
| Series B-1 Preferred StockF2,F1 | $0.00 | Oct 5, 2018 | C | 181,277 | D | — | — | Common Stock | 181,277 | 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.
- F2SGGP I, LLC, the general partner of SG Growth Partners I L.P. ("SG LP"), has sole voting and dispositive power over the shares held by SG LP. Voting decisions with respect to such shares are made by Kenneth A. Fox and Daniel C. Marriott, the Reporting Person and a member of the Issuer's board of directors, as the investment committee of SGGP I, LLC.