Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2020

(Exact name of Registrant as Specified in Its Charter)

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2625 Augustine Drive, Suite 601
Santa Clara,
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Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $0.0001 par value per share
The Nasdaq Stock Market LLC
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Emerging growth company 
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Current Report on Form 8-K filed by Upwork Inc. (the “Company”) with the Securities Exchange Commission on August 4, 2020, Brian Kinion and the Company reached an agreement regarding Mr. Kinion’s resignation from his position as the Company’s Chief Financial Officer, effective on August 4, 2020 (the “Resignation Date”).

On August 4, 2020, the Company and Mr. Kinion entered into an agreement (the “Kinion Transition Agreement”) setting forth the terms of Mr. Kinion’s separation and transition from the Company. Pursuant to the Kinion Transition Agreement, subject to a release of claims by Mr. Kinion, Mr. Kinion will be entitled to certain payments and benefits after the Resignation Date, including (i) a lump sum payment equal to six months’ base salary and (ii) reimbursement for any insurance premium payments paid by Mr. Kinion to continue to receive coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, through no later than April 1, 2021.

The Kinion Transition Agreement also provides that Mr. Kinion will remain employed as an advisor to the Company’s Chief Executive Officer through October 1, 2020. Pursuant to the Kinion Transition Agreement, while he is providing advisory services, (i) Mr. Kinion will continue to receive his monthly base salary until October 1, 2020 and (ii) Mr. Kinion’s outstanding stock options will continue to vest.

The foregoing description of the Kinion Transition Agreement is qualified in its entirety by reference to the full text of the Kinion Transition Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2020.

The information set forth above under 5.02(b) is hereby incorporated by reference into this Item 5.02(e).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:  August 10, 2020By:/s/ Brian Levey
Brian Levey
Chief Business Affairs and Legal Officer & Secretary