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* SIGMA MANAGEMENT 6 LLC (Last) (First) (Middle) 2105 SOUTH BASCOM AVE. SUITE 370 (Street) CAMPBELL CA 95008 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/05/2018
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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	10/05/2018		C		991,751	A	$0(1)	1,028,777	I	Held directly by Sigma Associates 6, L.P.(2)
Common Stock	10/05/2018		C		176,352	A	$0(1)	183,090	I	Held directly by Sigma Investors 6, L.P.(2)
Common Stock	10/05/2018		C		12,154,768	A	$0(1)	12,641,735	I	Held directly by Sigma Partners 6, L.P.(2)

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
Series A-1 Preferred Stock	$0(1)	10/05/2018		C			70,891	(1)	(1)	Common Stock	70,891	$0	0	I	Held directly by Sigma Associates 6, L.P.(2)
Series A-1 Preferred Stock	$0(1)	10/05/2018		C			12,761	(1)	(1)	Common Stock	12,761	$0	0	I	Held directly by Sigma Investors 6, L.P.(2)
Series A-1 Preferred Stock	$0(1)	10/05/2018		C			890,123	(1)	(1)	Common Stock	890,123	$0	0	I	Held directly by Sigma Partners 6, L.P.(2)
Series A-2 Preferred Stock	$0(1)	10/05/2018		C			875,732	(1)	(1)	Common Stock	875,732	$0	0	I	Held directly by Sigma Associates 6, L.P.(2)
Series A-2 Preferred Stock	$0(1)	10/05/2018		C			155,356	(1)	(1)	Common Stock	155,356	$0	0	I	Held directly by Sigma Investors 6, L.P.(2)
Series A-2 Preferred Stock	$0(1)	10/05/2018		C			10,669,617	(1)	(1)	Common Stock	10,669,617	$0	0	I	Held directly by Sigma Partners 6, L.P.(2)
Series B-1 Preferred Stock	$0(1)	10/05/2018		C			45,128	(1)	(1)	Common Stock	45,128	$0	0	I	Held directly by Sigma Associates 6, L.P.(2)
Series B-1 Preferred Stock	$0(1)	10/05/2018		C(1)			8,235	(1)	(1)	Common Stock	8,235	$0	0	I	Held directly by Sigma Investors 6, L.P.(2)
Series B-1 Preferred Stock	$0(1)	10/05/2018		C			595,028	(1)	(1)	Common Stock	595,028	$0	0	I	Held directly by Sigma Partners 6, L.P.(2)

Explanation of Responses:

1. In 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.

2. Sigma 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.

	/s/ Gregory C. Gretsch, Managing Member, Sigma Management 6 L.L.C.	10/05/2018
	** Signature of Reporting Person	Date
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