Gregory C. Gretsch Form 3 Upwork / GREGORY C. GRETSCH ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

GRETSCH GREGORY C.

(Last)

(First)

(Middle)

C/O UPWORK INC.

441 LOGUE AVENUE

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2018

3. Issuer Name and Ticker or Trading Symbol
Upwork Inc. [ UPWK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	37,026	I	Held directly by Sigma Associates 6, L.P.⁽¹⁾
Common Stock	6,738	I	Held directly by Sigma Investors 6, L.P.⁽¹⁾
Common Stock	486,967	I	Held directly by Sigma Partners 6, L.P.⁽¹⁾
Common Stock	266,667	I	Held directly by Martis Creek Investments, L.P. - Fund 3⁽²⁾
Common Stock	95,000	I	Held directly by Martis Creek Investments, L.P. - Fund 4⁽²⁾
Common Stock	1,430	I	Held directly by Martis Creek Investments, L.P. - Fund 5⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	70,891	0	I	Held directly by Sigma Associates 6, L.P.⁽¹⁾
Series A-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	12,761	0	I	Held directly by Sigma Investors 6, L.P.⁽¹⁾
Series A-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	890,123	0	I	Held directly by Sigma Partners 6, L.P.⁽¹⁾
Series A-2 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	875,732	0	I	Held directly by Sigma Associates 6, L.P.⁽¹⁾
Series A-2 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	155,356	0	I	Held directly by Sigma Investors 6, L.P.⁽¹⁾
Series A-2 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	10,669,617	0	I	Held directly by Sigma Partners 6, L.P.⁽¹⁾
Series B-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	45,128	0	I	Held directly by Sigma Associates 6, L.P.⁽¹⁾
Series B-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	8,235	0	I	Held directly by Sigma Investors 6, L.P.⁽¹⁾
Series B-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	595,028	0	I	Held directly by Sigma Partners 6, L.P.⁽¹⁾
Series A-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	173,917	0	I	Held directly by Martis Creek Investments, L.P. - Fund 5⁽²⁾
Series A-2 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	559,863	0	I	Held directly by Martis Creek Investments, L.P. - Fund 5⁽²⁾
Series B-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	34,715	0	I	Held directly by Martis Creek Investments, L.P. - Fund 5⁽²⁾

Explanation of Responses:

1. Sigma Management 6, L.L.C. is the general partner of each of Sigma Associates 6, L.P., Sigma Investors 6, L.P., and Sigma Partners 6, L.P., (collectively, the "Sigma Entities"). Robert E. Davoli, Clifford Haas, Lawrence G. Finch, Gregory C. Gretsch (the Reporting Person and a member of the Issuer's board of directors), John Mandile, Peter Solvik, Robert Spinner, and Wade Woodson are the managing members of Sigma Management 6, L.L.C. and share voting and investment power with respect to the shares held by the Sigma Entities.

2. The Gretsch Revocable Trust is the general partner of each of Martis Creek Investments, L.P. - Fund 3, Martis Creek Investments, L.P. - Fund 4, and Martis Creek Investments, L.P. - Fund 5 (collectively, the "Martis Creek entities") and has sole voting and dispositive power over the shares held by the Martis Creek entities, and the voting decisions with respect to such shares are made by Gregory Gretsch, the Reporting Person.

3. Each share of Preferred Stock will be automatically converted into one (1) share of the Issuer's Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date.

	/s/ Gregory C. Gretsch	10/02/2018
	** 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 5 (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.

Gregory C. Gretsch Form 3Upwork / GREGORY C. GRETSCH ownership change