SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Benchmark Capital Management Co. V, L.L.C. (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/02/2018	3. Issuer Name and Ticker or Trading Symbol Upwork Inc. [ UPWK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	386,632	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Preferred Stock	(2)	(2)	Common Stock	1,111,911	0	I	See footnote(1)
Series A-2 Preferred Stock	(2)	(2)	Common Stock	10,451,892	0	I	See footnote(1)
Series B-1 Preferred Stock	(2)	(2)	Common Stock	2,508,432	0	I	See footnote(1)
Series B-2 Preferred Stock	(2)	(2)	Common Stock	145,018	0	I	See footnote(1)

1. Name and Address of Reporting Person* Benchmark Capital Management Co. V, L.L.C. (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

1. Name and Address of Reporting Person* Benchmark Capital Partners V L P (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

1. Name and Address of Reporting Person* BENCHMARK FOUNDERS FUND V LP (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

1. Name and Address of Reporting Person* Benchmark Founders Fund V-A LP (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

1. Name and Address of Reporting Person* Benchmark Founders Fund V-B LP (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

Explanation of Responses:

1. Shares are held directly by Benchmark Capital Partners V, L.P. ("BCP V"), as nominee for BCP V, Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B") and related persons. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole voting and dispositive power over such shares. Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC V, may be deemed to share voting and dispositive power over these shares. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).

2. Each share of Preferred Stock will be automatically converted into one (1) share of the Issuer's Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date.

Remarks:

This report is one of three reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members.

	BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C., /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. V, L.L.C.	10/02/2018
	BENCHMARK CAPITAL PARTNERS V, L.P., /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. V, L.L.C., the General Partner of Benchmark Capital Partners V, L.P.	10/02/2018
	BENCHMARK FOUNDERS' FUND V, L.P., /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. V, L.L.C., the General Partner of Benchmark Founders' Fund V, L.P.	10/02/2018
	BENCHMARK FOUNDERS' FUND V-A, L.P., /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. V, L.L.C., the General Partner of Benchmark Founders' Fund V-A, L.P.	10/02/2018
	BENCHMARK FOUNDERS' FUND V-B, L.P., /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. V, L.L.C., the General Partner of Benchmark Founders' Fund V-B, L.P.	10/02/2018
	** Signature of Reporting Person	Date
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