SEC Filing | Upwork Inc.

View:


	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. )*

UPWORK INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

91688F104

(CUSIP Number)

DECEMBER 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1.	Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Sigma Partners 6, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x (1)

	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 12,641,735 shares (2)

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 12,641,735 shares (2)

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,641,735 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 11.9% (3)

	12.	Type of Reporting Person (See Instructions) PN

(1) This Schedule 13G is filed by Sigma Partners 6, L.P. (“SP 6”), Sigma Associates 6, L.P. (“SA 6”) and Sigma Investors 6, L.P. (“SI 6”), Sigma Management 6, L.L.C. (“SM 6” and, together with SP 6, SA 6 and SI 6, the “Sigma Entities”). The Sigma Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) The shares are held by SP 6. SM 6 is the sole general partner of the Sigma Entities and owns no shares of the issuer directly. SM 6 holds voting and dispositive power over the shares held by the Sigma Entities.

(3) The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2018 (based on 106,299,106 shares of Common Stock of the issuer outstanding as of October 31, 2018 as reported by the issuer on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018).

	1.	Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Sigma Associates 6, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x (1)

	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 1,028,777 shares (2)

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 1,028,777 shares (2)

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,028,777 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 1.0% (3)

	12.	Type of Reporting Person (See Instructions) PN

(2) The shares are held by SA 6. SM 6 is the sole general partner of the Sigma Entities and owns no shares of the issuer directly. SM 6 holds voting and dispositive power over the shares held by the Sigma Entities.

	1.	Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Sigma Investors 6, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x (1)

	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 183,090 shares (2)

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 183,090 shares (2)

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 183,090 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.2% (3)

	12.	Type of Reporting Person (See Instructions) PN

(2) The shares are held by SI 6. SM 6 is the sole general partner of the Sigma Entities and owns no shares of the issuer directly. SM 6 holds voting and dispositive power over the shares held by the Sigma Entities.

	1.	Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Sigma Management 6, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x (1)

	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 0

			6.		Shared Voting Power 13,853,602 shares (2)

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 13,853,602 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,853,602 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 13.0% (3)

	12.	Type of Reporting Person (See Instructions) OO

(2) Includes: (i) 12,641,735 shares held by SP 6; (ii) 1,028,777 shares held by SA 6; and (iii) 183,090 shares held by SI 6. SM 6 is the sole general partner of the Sigma Entities and owns no shares of the issuer directly. SM 6 holds voting and dispositive power over the shares held by the Sigma Entities.

Item 1(a)	Name of Issuer Upwork Inc.
Item 1(b)	Address of Issuer’s Principal Executive Offices 441 Logue Avenue Mountain View, CA 94043

Item 2(a)	Name of Person Filing Sigma Partners 6, L.P. (“SP 6”) Sigma Associates 6, L.P. (“SA 6”) Sigma Investors 6, L.P. (“SI 6”) Sigma Management 6, L.L.C. (“SM 6”)
Item 2(b)	Address of Principal Business Office or, if none, Residence 2105 South Bascom Avenue, Suite 370 Campbell, CA 95008
Item 2(c)	Citizenship
	SP 6	-	Delaware
	SA 6	-	Delaware
	SI 6	-	Delaware
	SM 6	-	Delaware
Item 2(d)	Title of Class of Securities Common Stock
Item 2(e)	CUSIP Number 91688F104

Item 3	Not applicable.

Item 4

Ownership

Sigma Entity	Shares Held Directly	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Beneficial Ownership	Percentage of Class
SP 6	12,641,735	12,641,735	0	12,641,735	0	12,641,735	11.9	%
SA 6	1,028,777	1,028,777	0	1,028,777	0	1,028,777	1.0	%
SI 6	183,090	183,090	0	183,090	0	183,090	0.2	%
SM 6	0	0	13,853,602	0	13,853,602	13,853,602	13.0	%

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 o.

Item 6	Ownership of More than Five Percent 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.

Item 10	Certification
Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

February 14, 2019	SIGMA PARTNERS 6, L.P.

	BY:	SIGMA MANAGEMENT 6, L.L.C.
	ITS:	GENERAL PARTNER

	By:	/s/ Gregory Gretsch
		Gregory Gretsch
		Managing Director


	SIGMA ASSOCIATES 6, L.P.

	BY:	SIGMA MANAGEMENT 6, L.L.C.
	ITS:	GENERAL PARTNER

	By:	/s/ Gregory Gretsch
		Gregory Gretsch
		Managing Director


	SIGMA INVESTORS 6, L.P.

	BY:	SIGMA MANAGEMENT 6, L.L.C.
	ITS:	GENERAL PARTNER

	By:	/s/ Gregory Gretsch
		Gregory Gretsch
		Managing Director


	SIGMA MANAGEMENT 6, L.L.C.

	By:	/s/ Gregory Gretsch
		Gregory Gretsch
		Managing Director

EXHIBIT INDEX

Exhibit No.

99.1

Agreement pursuant to 13d-1(k)(1) among Sigma Partners 6, L.P., Sigma Associates 6, L.P., Sigma Investors 6, L.P. and Sigma Management 6, L.L.C.

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

February 14, 2019	SIGMA PARTNERS 6, L.P.

		BY:	SIGMA MANAGEMENT 6, L.L.C.
		ITS:	GENERAL PARTNER

		By:	/s/ Gregory Gretsch
			Gregory Gretsch
			Managing Director


		SIGMA ASSOCIATES 6, L.P.

		BY:	SIGMA MANAGEMENT 6, L.L.C.
		ITS:	GENERAL PARTNER

		By:	/s/ Gregory Gretsch
			Gregory Gretsch
			Managing Director


		SIGMA INVESTORS 6, L.P.

		BY:	SIGMA MANAGEMENT 6, L.L.C.
		ITS:	GENERAL PARTNER

		By:	/s/ Gregory Gretsch
			Gregory Gretsch
			Managing Director

		SIGMA MANAGEMENT 6, L.L.C.

		By:	/s/ Gregory Gretsch
			Gregory Gretsch
			Managing Director