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* SPURLOCK STEVEN M (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (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) 08/08/2019
	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 X 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	08/08/2019		J(1)		3,000,000	D	$0.00	9,852,570	I	See footnote(2)
Common Stock	08/08/2019		J(1)		31,971	A	$0.00	31,971	I	See footnote(3)
Common Stock	08/09/2019		S		1,517	D	$15.7725(4)	30,454	I	See footnote
Common Stock	08/08/2019		J(1)		113,272	A	$0.00	113,272	I	See footnote(5)
Common Stock	08/08/2019		J(1)		16,305	A	$0.00	16,305	I	See footnote(6)
Common Stock	08/08/2019		J(1)		106,285	A	$0.00	106,285	I	See footnote(7)
Common Stock	08/09/2019		S		70,608	D	$15.3971(8)	35,677	I	See footnote(7)
Common Stock	08/08/2019		J(1)		38,820	A	$0.00	38,820	I	See footnote(9)
Common Stock	08/09/2019		S		25,789	D	$15.3971(8)	13,031	I	See footnote(9)
Common Stock	08/08/2019		J(1)		120,118	A	$0.00	120,118	I	See footnote(10)
Common Stock	08/09/2019		S		6,069	D	$15.7725(4)	114,049	I	See footnote(10)
Common Stock	08/08/2019		J(1)		126,485	A	$0.00	126,485	I	See footnote(11)
Common Stock	08/09/2019		S		6,069	D	$15.7725(4)	120,416	I	See footnote(11)
Common Stock	08/08/2019		J(1)		1,398	A	$0.00	1,398	I	See footnote(12)
Common Stock	08/08/2019		J(1)		121,813	A	$0.00	121,813	I	See footnote(13)
Common Stock	08/08/2019		J(1)		56,365	A	$0.00	56,365	I	See footnote(14)

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

1. Name and Address of Reporting Person* SPURLOCK STEVEN M (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

1. Name and Address of Reporting Person* BALKANSKI ALEXANDRE (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

1. Name and Address of Reporting Person* DUNLEVIE BRUCE (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

1. Name and Address of Reporting Person* FENTON PETER H (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

1. Name and Address of Reporting Person* GURLEY J WILLIAM (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

1. Name and Address of Reporting Person* KAGLE ROBERT (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

1. Name and Address of Reporting Person* LASKY MITCHELL (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)

Explanation of Responses:

1. Represents a pro-rata, in-kind distribution by BCP V and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.

2. 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).

3. Shares are held by Steven M. Spurlock's family trust.

4. The price reported in Column 4 is a weighed average price. These shares were sold in multiple transactions at prices ranging from $15.51 to $16.00, 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 request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Shares are held by Alexandre Balkanski's family trust.

6. Shares are held by a limited partnership controlled by Alexandre Balkanski.

7. Shares are held by Bruce W. Dunlevie's family trust.

8. The price reported in Column 4 is a weighed average price. These shares were sold in multiple transactions at prices ranging from $15.04 to $16.01, 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 request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. Shares are held by a limited partnership controlled by Bruce W. Dunlevie.

10. Shares are held by Peter H. Fenton's trust.

11. Shares are held by J. William Gurley's trust.

12. Shares are held by a limited partnership controlled by J. William Gurley.

13. Shares are held by Robert C. Kagle.

14. Shares are held by Mitchell H. Lasky's family trust.

Remarks:

This report is one of three reports, each on a separate Form 4, 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.	08/09/2019
	/s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski	08/09/2019
	/s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie	08/09/2019
	/s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton	08/09/2019
	/s/ Steven M. Spurlock, by power of attorney for J. William Gurley	08/09/2019
	/s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle	08/09/2019
	/s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky	08/09/2019
	** 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).
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