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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* EVAN DANA L (Last) (First) (Middle) C/O UPWORK INC. 530 LYTTON AVENUE, SUITE 301 (Street) PALO ALTO CA 94301 (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) Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/05/2025
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/05/2025		A		24,585(1)	A	$0.00	24,585	D
Common Stock	06/05/2025		A		11,370(2)	A	$0.00	35,955	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an award of restricted stock units ("RSUs"). The RSUs vest as to 1/3 of the total number of shares on each of June 5, 2026 and June 5, 2027, and then 1/3 of the total number of shares vest on the earlier of (a) the date immediately prior to the Issuer's 2028 annual meeting of stockholders and (b) December 31, 2028, in each case subject to continued service through each vesting date.

2. Represents an award of RSUs. 100% of the total number of RSUs shall vest in full on the earlier of (a) the date immediately prior to the Issuer's 2026 annual meeting of stockholders and (b) June 5, 2026, in each case subject to the continuing service of the Reporting Person through such date.

Remarks:

	/s/ Jacob McQuown, Attorney-in-Fact	06/09/2025
	** 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.

POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Brian Levey, Jacob McQuown and Tyler
Stahl, and each of them, as the undersigned's true and lawful
attorney-in-fact to:execute for and on behalf of the
undersigned, in the undersigned's capacity as a representative
of Upwork Inc. (the "Company"), any and all Form ID, or Form 3,
4 or 5 reports and any amendments thereto required to be filed
by the undersigned in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules thereunder with respect to transactions in
the Company's securities;do and perform any and all acts for and
on behalf of the undersigned which may be necessary or desirable
to complete and execute any such Form ID, or Form 3, 4 or 5
report and any amendments thereto and timely file such report
with the U.S. Securities and Exchange Commission and any stock
exchange or similar authority; andtake 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, the undersigned, it
being understood that the documents executed by such attorney-
in-fact on behalf of the undersigned, 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 or her
discretion.The undersigned hereby grants to each such attorney-
in-fact full power and authority to do and perform each 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 the
undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his or her
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. The undersigned acknowledges that no such
attorney-in-fact, in serving in such capacity at the request of
the undersigned, is hereby assuming, nor is the Company hereby
assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.This Power of Attorney
shall remain in full force and effect until the undersigned is
no longer required to file Form 3, 4 or 5 reports with respect
to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorneys-in-
fact.IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of 5/31/2025.


Dana Evan
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