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United States securities and exchange commission logo
November 22, 2022
Hayden Brown
President and Chief Executive Officer
Upwork Inc.
475 Brannan Street, Suite 430
San Francisco, California 94107
Re: Upwork Inc.
Form 10-K for the
Year Ended December 31, 2021
Filed February 15,
2022
Form 10-Q for the
Quarter Ended September 30, 2022
Filed October 26,
2022
File No. 001-38678
Dear Hayden Brown:
We have reviewed your November 8, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
October 25, 2022 letter.
Form 10-Q for the Quarter Ended September 30, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Financial and Operational Metrics
Non-GAAP Financial Measures, page 19
1. We note your response
to prior comment 3. Please provide us with further information
regarding the nature of
adjustment (a) special one-time payments to team members in the
impacted regions and
(d) operational costs related to humanitarian programs. In this
regard, tell us the
basis for bonus payments, how you determined who would receive such
payments, how amounts
were calculated, and how you determined that such payments
are incremental to your
normal operations.
Hayden Brown
Upwork Inc.
November 22, 2022
Page 2
General
2. We note your response to prior comment 5. Please provide the analysis
requested
regarding whether the company or any of its subsidiaries meets the
definition of an
investment company under Section 3(a)(1)(C) of the Investment
Company Act of 1940
(the 1940 Act ). In your response, include all relevant calculations
under Section
3(a)(1)(C), identifying each constitute part of the numerator(s) and
denominator(s). We
note that this calculation must be performed on an unconsolidated basis.
3. We note your response to prior comment 5. To the extent you intend to
rely on Rule 3a-8
under the 1940 Act, please provide additional detail on your intended
reliance on Rule 3a-
8 going forward, particularly as to whether you intend to continue to
operate such that in
each instance the research and development expenses for each of the prior
four fiscal
quarters combined account for 20% or more of the company s total
expenses.
4. Please include a risk factor describing the risks presented if the
company is determined to
be an investment company required to be registered under the 1940 Act. In
this regard,
explain which, if any, exclusions and/or exemptions you intend to rely on
in order to avoid
being deemed an investment company required to be registered under
the 1940 Act and
address potential liabilities, rescission rights, and other adverse
consequences which may
impair or prevent future operations by you and your affiliates, if
applicable.
You may contact Chen Chen, Staff Accountant, at 202-551-7351 or Kathleen
Collins,
Accounting Branch Chief at 202-551-3499 with any questions.
Sincerely,
FirstName LastNameHayden Brown
Division of
Corporation Finance
Comapany NameUpwork Inc.
Office of Technology
November 22, 2022 Page 2
cc: Brian Levey
FirstName LastName