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SEC FORM 4 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

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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^*

HARVEY KEVIN

(Last)

(First)

(Middle)

C/O BENCHMARK,

2965 WOODSIDE ROAD

(Street)

WOODSIDE

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2021		A		4,069⁽¹⁾	A	$0.00	40,607	D
Common Stock	06/01/2021		A		1,316⁽²⁾	A	$0.00	41,923	D
Common Stock								1,751,315	I	See footnote⁽³⁾
Common Stock								748,164	I	See footnote⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents an award of RSUs. The RSUs vest 100% on the earlier of (a) the date immediately prior to the Issuer's 2022 annual meeting of stockholders and (b) June 1, 2022, in each case subject to the continuing service of the Reporting Person through such date.

2. Represents an award of RSUs. The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2021), subject to the continuing service of the Reporting Person on each vesting date; provided, however, that the final quarterly installment shall fully vest on the earlier of (a) the date immediately prior to the Issuer's 2022 annual meeting of stockholders and (b) the date that is the last day of the last full quarter of the vesting of such award, in each case subject to the continuing service of the Reporting Person through such date.

3. Shares are held by a limited liability company controlled by the Reporting Person.

4. Shares are held by the Reporting Person's family trust.

Remarks:

	/s/ An-Yen Hu, by power of attorney for Kevin R. Harvey	06/03/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

BENCHMARK
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each entity listed on Schedule A attached
hereto (each a "Granting Entity," and collectively the "Granting Entities") and
each person listed on Schedule B attached hereto (each, a "Granting Equity
Holder" and collectively, the "Granting Equity Holders"), hereby constitutes and
appoints AN-YEN E. HU its true and lawful attorney-in- fact (the
"Attorney-in-Fact") to act for and on behalf of such person in its own capacity
and in its capacity as a manager, member, general partner or similar control
person ("Control Person") of any other Granting Entity to:

a.		execute contracts, agreements, instruments, certificates and documents that
arise in the ordinary course of business on behalf of such person in its own
capacity and in its capacity as a Control Person in accordance with and subject
to the provisions of the relevant governing documents of such person and
applicable law, including, but not limited to, stock powers, stock purchase
agreements, voting agreements, co-sale agreements, investor rights agreements,
management rights agreements, proxies, ballots, indemnification agreements,
waivers, stockholder written consents or amendments or modifications to any of
the foregoing, and documents related to opening and maintaining bank and
brokerage accounts;

b.	execute, individually or jointly with any other reporting persons, any and
all reports, notices, communications and other documents (including, but not
limited to, reports or filings on Form ADV, Form D, Schedule 13D, Schedule 13G,
Form 13-F, Form 13H, Form 3, Form 4, Form 5 and any applicable registration
statements) that such Granting Entity or Granting Equity Holder may be required
to file with any foreign or domestic regulatory authority, including, but not
limited to, the United States Securities and Exchange Commission pursuant to the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment
Company Act of 1940 or the Investment Advisers Act of 1940, each as amended and
with the implementing rules and regulations thereto (collectively, the
"Reports") with respect to such person's (i) status as an officer, member or
director of, or (ii) ownership of, or transactions in, securities of, any entity
whose securities are beneficially owned (directly or indirectly) by such person;

c.	do and perform any and all acts for and on behalf of such Granting Entity or
Granting Equity Holder that may be necessary or desirable to complete and
execute any such Reports and timely file such forms, reports, notices and
schedules with the United States Securities and Exchange Commission and any
stock exchange or other domestic or foreign authority; and

d.	take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, such Granting Entity or Granting
Equity Holder, it being understood that the documents executed by such
attorney-in-fact on behalf of such person, pursuant to this Power of Attorney,
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in his discretion.

Each Granting Entity and Granting Equity Holder hereby grants to such
attorney-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary, and proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as such person might or could do if personally present, with full power
of revocation, hereby ratifying and confirming all that such attorney-in-fact,
or his substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. Each
Granting Entity and Granting Equity Holder acknowledges that no such
attorney-in-fact, in serving in such capacity at the request of such person, is
hereby assuming, nor is any other Granting Entity or Granting Equity Holder
hereby assuming, any of such person's responsibilities to comply with Section 16
or Section 13 of the Securities Exchange Act of 1934 or otherwise.

One or more additional Granting Entities or Granting Equity Holders may become a
party to this Power of Attorney after the date hereof without the consent of any
of the other parties hereto by executing a counterpart to this Power of
Attorney.  Schedule A and Schedule B shall be amended from time to time by the
attorney-in-fact to reflect the addition or removal of any Granting Entity or
Granting Equity Holder.

This Power of Attorney shall remain in full force and effect with respect to a
Granting Entity or a Granting Equity Holder until the delivery by such Granting
Entity or Granting Equity Holder to the Attorney-in-Fact at his last known
business address of a written revocation, in whole or in part, of this Power of
Attorney.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed effective as of July 13, 2020.

GRANTING ENTITIES

BENCHMARK CAPITAL HOLDINGS CO., L.L.C.

By:	 Name: Steven M. Spurlock
Title: Member

BENCHMARK CAPITAL MANAGEMENT CO. IV, L.L.C.

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C.

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C.

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C.

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK CAPITAL MANAGEMENT CO. VIII, L.L.C.

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK CAPITAL MANAGEMENT CO. IX, L.L.C.

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK CAPITAL MANAGEMENT CO. X, L.L.C.

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK CAPITAL PARTNERS IV, L.P.
By: Benchmark Capital Management Co. IV, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND IV, L.P.
By: Benchmark Capital Management Co. IV, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND IV-A, L.P.
By: Benchmark Capital Management Co. IV, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND IV-B, L.P.
By: Benchmark Capital Management Co. IV, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND IV-X, L.P.
By: Benchmark Capital Management Co. IV, L.L.C., its general partner

BENCHMARK CAPITAL PARTNERS V, L.P.
By: Benchmark Capital Management Co. V, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND V, L.P.
By: Benchmark Capital Management Co. V, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND V-A, L.P.
By: Benchmark Capital Management Co. V, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND V-B, L.P.
By: Benchmark Capital Management Co. V, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK CAPITAL PARTNERS VI, L.P.
By: Benchmark Capital Management Co. VI, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND VI, L.P.
By: Benchmark Capital Management Co. VI, L.L.C., its general partner

By:	 Name: Steven M. Spurlock

BENCHMARK FOUNDERS' FUND VI-B, L.P.
By: Benchmark Capital Management Co. VI, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK CAPITAL PARTNERS VII, L.P.
By: Benchmark Capital Management Co. VII, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND VII, L.P.
By: Benchmark Capital Management Co. VII, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND VII-B, L.P.
By: Benchmark Capital Management Co. VII, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK CAPITAL PARTNERS VII-ANNEX, L.P.
By: Benchmark Capital Management Co. VII, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK CAPITAL PARTNERS VIII, L.P.
By: Benchmark Capital Management Co. VIII, L.L.C., its general partner

By: Name: Steven M. Spurlock Title: Managing Member


BENCHMARK FOUNDERS' FUND VIII, L.P.
By: Benchmark Capital Management Co. VIII, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND VIII-B, L.P.
By: Benchmark Capital Management Co. VIII, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK CAPITAL PARTNERS IX, L.P.
By: Benchmark Capital Management Co. IX, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND IX, L.P.
By: Benchmark Capital Management Co. IX, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND IX-A, L.P.
By: Benchmark Capital Management Co. IX, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND IX-B, L.P.
By: Benchmark Capital Management Co. IX, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member


BENCHMARK WS SPV, L.P.
By: Benchmark Capital Management Co. IX, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK CAPITAL PARTNERS X, L.P.
By: Benchmark Capital Management Co. X, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND X, L.P.
By: Benchmark Capital Management Co. X, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND X-A, L.P.
By: Benchmark Capital Management Co. X, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK FOUNDERS' FUND X-B, L.P.
By: Benchmark Capital Management Co. X, L.L.C., its general partner

By:	 Name: Steven M. Spurlock
Title: Managing Member

BENCHMARK ISRAEL II, L.P.
By: BCPI Partners II, L.P., its General Partner By: BCPI Corporation II, its
General Partner

By:		 Steven M. Spurlock
Officer


BCPI PARTNERS II, L.P.
By: BCPI Partners II, L.P., its General Partner By: BCPI Corporation II, its
General Partner

By:		 Steven M. Spurlock
Officer

BCPI CORPORATION II

By:		 Steven M. Spurlock
Officer


GRANTING EQUITY HOLDERS


By:		 Alexandre Balkanski

By:		 Matthew R. Cohler

By:		 Bruce W. Dunlevie

By:		 Michael Eisenberg

By:		 Peter H. Fenton

By:              J. William Gurley

By:		 Kevin R. Harvey

By:		 Robert C. Kagle

By:		 Mitchell H. Lasky

By:		 Arad Naveh

By:		 Chetan Puttagunta

By:		 Steven M. Spurlock

By:		 Sarah E. Tavel

By:		 Eric H. Vishria


SCHEDULE A

GRANTING ENTITIES BENCHMARK CAPITAL HOLDINGS CO., L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. IV, L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. VIII, L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. IX, L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. X, L.L.C.
BENCHMARK CAPITAL PARTNERS IV, L.P.
BENCHMARK FOUNDERS' FUND IV, L.P.
BENCHMARK FOUNDERS' FUND IV-A, L.P.
BENCHMARK FOUNDERS' FUND IV-B, L.P.
BENCHMARK FOUNDERS' FUND IV-X, L.P.
BENCHMARK CAPITAL PARTNERS V, L.P.
BENCHMARK FOUNDERS' FUND V, L.P.
BENCHMARK FOUNDERS' FUND V-A, L.P.
BENCHMARK FOUNDERS' FUND V-B, L.P.
BENCHMARK CAPITAL PARTNERS VI, L.P.
BENCHMARK FOUNDERS' FUND VI, L.P.
BENCHMARK FOUNDERS' FUND VI-B, L.P.
BENCHMARK CAPITAL PARTNERS VII, L.P.
BENCHMARK FOUNDERS' FUND VII, L.P.
BENCHMARK FOUNDERS' FUND VII-B, L.P.
BENCHMARK CAPITAL PARTNERS VII-ANNEX, L.P.
BENCHMARK CAPITAL PARTNERS VIII, L.P.
BENCHMARK FOUNDERS' FUND VIII, L.P.
BENCHMARK FOUNDERS' FUND VIII-B, L.P.
BENCHMARK CAPITAL PARTNERS IX, L.P.
BENCHMARK FOUNDERS' FUND IX, L.P.
BENCHMARK FOUNDERS' FUND IX-A, L.P.
BENCHMARK FOUNDERS' FUND IX-B, L.P.
BENCHMARK WS SPV, L.P.
BENCHMARK CAPITAL PARTNERS X, L.P.
BENCHMARK FOUNDERS' FUND X, L.P.
BENCHMARK FOUNDERS' FUND X-A, L.P.
BENCHMARK FOUNDERS' FUND X-B, L.P.
BENCHMARK ISRAEL II, L.P.
BCPI PARTNERS II, L.P.
BCPI CORPORATION II

SCHEDULE B

GRANTING EQUITY HOLDERS

Alexandre Balkanski
Matthew R. Cohler
Bruce W. Dunlevie
Michael Eisenberg
Peter H. Fenton
J. William Gurley
Kevin R. Harvey
Robert C. Kagle
Mitchell H. Lasky
Arvad Naveh
Chetan Puttagunta
Steven M. Spurlock
Sarah E. Tavel
Eric H. Vishria