Upwork Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

91688F104

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

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1	NAMES OF REPORTING PERSONS
	SGGP I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			5,309,646*
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			5,309,646*
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,309,646*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.0%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (Limited Liability Company)

**

All percentage calculations set forth herein are based upon 106,299,106 outstanding shares of Common Stock as of October 31, 2018 as reported by the Issuer to the reporting persons.  The reporting persons acquired the reported shares prior to the registration of the Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended.

1	NAMES OF REPORTING PERSONS
	DANIEL C. MARRIOTT
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			5,310,812.67*
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			5,310,812.67*
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,310,812.67*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.0%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1	NAMES OF REPORTING PERSONS
	KENNETH A. FOX
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			5,309,646*
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			5,309,646*
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,309,646*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.0%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

**

All percentage calculations set forth herein are based upon 106,299,106 outstanding shares of Common Stock as of October 31, 2018 as reported by the Issuer to the reporting persons.  The reporting persons acquired the reported shares prior to the registration of the Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended.

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Item 1(a).

Name of Issuer:

 Upwork Inc.

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 441 Logue Avenue

 Mountain View, California 94043

Item 2(a).

Name of Person Filing:

 This Schedule 13G is filed by:

 (i)   SG Growth Partners I, LP

 (ii)  SGGP I, LLC

 (iii) Daniel C. Marriott

 (iv) Kenneth A. Fox

SGGP I, LLC, the general partner of SG Growth Partners I LP, has sole voting and dispositive power over such shares, and voting decisions with respect to such shares are made by Kenneth A. Fox and Daniel C. Marriott as the investment committee of SGGP I, LLC. Mr. Fox and Mr. Marriott disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 The address for each Reporting Person is:

 402 West 13th Street, 5th Floor

 New York, New York, 10014

Item 2(c).

Citizenship:

 (i)  SG Growth Partners I, LP is a Delaware limited partnership.

 (ii) SGGP I, LLC is a Delaware limited liability company.

(iii) Daniel C. Marriott is a citizen of the United States.

(iv) Kenneth A. Fox is a citizen of the United States.

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

 91688F104

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or

240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

 Not applicable.
 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 Not applicable.

Item 8.

Identification and Classification of Members of the Group.

 Not applicable.

Item 9.

Notice of Dissolution of Group.

 Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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