Item 5. Other Information
Item 5. Other Information.
Insider Trading Arrangements
On May 30, 2023 , Olivier Marie , our Chief Accounting Officer , adopted a 10b5-1 sales plan, which we refer to as the Marie 10b5-1 Sales Plan, intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Marie 10b5-1 Sales Plan provides for the potential sale of up to 51,815 shares of our common stock, less the number of shares sold upon the vesting of the restricted stock units covered by the plan to satisfy tax withholding obligations pursuant to Upwork’s non-discretionary “sell to cover” requirement, plus a number of shares Mr. Marie may purchase under our 2018 Employee Stock Purchase Plan, which we refer to as the 2018 ESPP, during the term of the plan, which cannot be determined at this time as the purchase price for such shares will be determined at the end of the applicable purchase period under the 2018 ESPP. The Marie 10b5-1 Sales Plan will be in effect until the earlier of (i) May 31, 2024 and (ii) the date on which the maximum number of shares of our common stock subject to the Marie 10b5-1 Sales Plan have been sold thereunder.
The Marie 10b5-1 Sales Plan included a representation from the officer to the broker administering the plan that the officer was not in possession of any material nonpublic information regarding Upwork or the securities subject to the plan. A similar representation was made to us in connection with the adoption of the plan under our Insider Trading Policy. Those representations were made as of the date of adoption of the Marie 10b5-1 Sales Plan and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which the officer was unaware, or with respect to any material nonpublic information acquired by the officer or Upwork after the date of the representation.
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Item 6. Exhibits.
Incorporated by Reference
Exhibit Number Exhibit Title Form File No. Exhibit Filing date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation
8-K 001-38678 3.1 June 12, 2023
10.1 #
Transition and Separation Agreement, dated May 2, 2023, by and between Upwork Inc. and Eric Gilpin
X
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
X
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
X
32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
X
32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). X
_________________________
# Indicates a management contract or compensatory plan.
* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.
UPWORK INC.
Date: August 2, 2023 By: /s/ Hayden Brown
Hayden Brown
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 2, 2023 By: /s/ Erica Gessert
Erica Gessert
Chief Financial Officer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.