Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Brown Hayden	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 __X__ Officer (give title below)    _____ Other (specify below) President & CEO
(Last)          (First)          (Middle) C/O UPWORK INC., 2625 AUGUSTINE DRIVE, SUITE 601	3. Date of Earliest Transaction (MM/DD/YYYY) 12/18/2020
(Street) SANTA CLARA, CA 95054 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/18/2020		M		3860	A	(1)	412583	D
Common Stock	12/18/2020		M		54395	A	(1)	466978	D
Common Stock	12/18/2020		S(2)		28043	D	$39.7874 (3)	438935	D
Common Stock	12/18/2020		S(2)		1549	D	$40.2448 (4)	437386	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Restricted Stock Units (RSU)	(1)	12/18/2020		M			3860	(5)	(5)	Common Stock	3860	$0.00	34740	D
Restricted Stock Units (RSU)	(1)	12/18/2020		M			54395	(6)	(6)	Common Stock	54395	$0.00	652742	D

Explanation of Responses:
(1)	Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
(2)	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.
(3)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.23 to $40.22 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.
(4)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.23 to $40.30 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.
(5)	6.25% of the total shares vested on June 18, 2019, 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.
(6)	6.25% of the total shares vested on March 18, 2020, and then 6.25% of the total shares vest on each quarterly anniversary thereafter, subject to the Reporting Person's continued employment as the Chief Executive Officer of the Issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Brown Hayden C/O UPWORK INC. 2625 AUGUSTINE DRIVE, SUITE 601 SANTA CLARA, CA 95054	X		President & CEO

Signatures
/s/ Jacob McQuown, Attorney-in-Fact		12/22/2020
**Signature of Reporting Person		Date