4//SEC Filing
Brown Hayden 4
Accession 0001753662-25-000009
CIK 0001627475other
Filed
Nov 19, 7:00 PM ET
Accepted
Nov 20, 6:19 PM ET
Size
23.6 KB
Accession
0001753662-25-000009
Insider Transaction Report
Form 4
UPWORK, INCUPWK
Brown Hayden
DirectorPresident & CEO
Transactions
- Exercise/Conversion
Common Stock
2025-11-18+14,850→ 1,114,407 total - Sale
Common Stock
2025-11-18$17.24/sh−12,732$219,506→ 1,107,894 total - Exercise/Conversion
Common Stock
2025-11-18+7,610→ 1,099,557 total - Sale
Common Stock
2025-11-18$16.14/sh−12,114$195,502→ 1,120,626 total - Exercise/Conversion
Common Stock
2025-11-18+18,333→ 1,132,740 total - Exercise/Conversion
Restricted Stock Units
2025-11-18−9,589→ 9,589 total→ Common Stock (9,589 underlying) - Exercise/Conversion
Restricted Stock Units
2025-11-18−18,333→ 91,667 total→ Common Stock (18,333 underlying) - Exercise/Conversion
Common Stock
2025-11-18+9,589→ 1,091,947 total - Exercise/Conversion
Restricted Stock Units
2025-11-18−7,610→ 7,611 total→ Common Stock (7,610 underlying) - Exercise/Conversion
Restricted Stock Units
2025-11-18−14,850→ 74,250 total→ Common Stock (14,850 underlying)
Footnotes (8)
- [F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- [F2]Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
- [F3]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.66 to $16.65 per share, 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F4]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.67 to $17.4932 per share, 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F5]The RSUs vest 25% on February 18, 2023, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date.
- [F6]The RSUs vest in equal quarterly installments over four years beginning on May 18, 2022, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
- [F7]The RSUs vest 25% on February 18, 2024, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date.
- [F8]The RSUs vest in equal quarterly installments over four years beginning on May 18, 2023, subject to the continuing employment of the Reporting Person with the Issuer on each vesting date.
Documents
Issuer
UPWORK, INC
CIK 0001627475
Entity typeother
Related Parties
1- filerCIK 0001753662
Filing Metadata
- Form type
- 4
- Filed
- Nov 19, 7:00 PM ET
- Accepted
- Nov 20, 6:19 PM ET
- Size
- 23.6 KB