SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Bottoms Dave (Last) (First) (Middle) C/O UPWORK INC. 475 BRANNAN STREET, SUITE 430 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol UPWORK, INC [ UPWK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below) GM VP II, Marketplace
	3. Date of Earliest Transaction (Month/Day/Year) 06/18/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/18/2024		M		8,980	A	(1)	8,980	D
Common Stock	06/18/2024		M		6,023	A	(1)	15,003	D
Common Stock	06/18/2024		S(2)		5,684	D	$10.2165(3)	9,319	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	06/18/2024		M			8,980	(4)	(4)	Common Stock	8,980	$0.00	80,819	D
Restricted Stock Units	(1)	06/18/2024		M			6,023	(5)	(5)	Common Stock	6,023	$0.00	90,353	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

2. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.195 to $10.265 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The RSUs vest in equal quarterly installments over four years beginning on December 18, 2022, subject to the continuing employment of the Reporting Person on each vesting date.

5. The RSUs vest in equal quarterly installments over four years beginning on June 18, 2024, subject to the continuing employment of the Reporting Person on each vesting date.

Remarks:

	/s/ Jacob McQuown, Attorney-in-Fact	06/21/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and
appoints Brian Levey, Jacob McQuown, and Tyler Stahl, and each of
them,
as the undersigned's true and lawful attorney in fact to
1. execute for and on behalf of the undersigned, in the undersigned's
capacity as a representative of Upwork Inc. the Company, any and all
Form ID, or Form 3, 4 or 5 reports and any amendments thereto
required
to be filed by the undersigned in accordance with Section 16a of the
Securities Exchange Act of 1934, as amended the Exchange Act, and
the rules thereunder with respect to transactions in the Company's
securities
2. do and perform any and all acts for and on behalf of the
undersigned
which may be necessary or desirable to complete and execute any such
Form
ID, or Form 3, 4 or 5 report and any amendments thereto and timely
file
such report with the U.S. Securities and Exchange Commission and any
stock exchange or similar authority
3. take any other action of any type whatsoever in connection with
the
foregoing which, in the opinion of such attorney in fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney in fact on behalf of the undersigned, pursuant to this Power
of Attorney, shall be in such form and shall contain such terms and
conditions as such attorney in fact may approve in his or her
discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform each and every act and thing
whatsoever requisite, necessary, and proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney in fact, or his or her substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. The undersigned
acknowledges that no such attorney in fact, in serving in such
capacity at the request of the undersigned, is hereby assuming,
nor is the Company hereby assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Form 3, 4 or 5 reports
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys in fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of April 5, 2024.
/s/ Dave Bottoms