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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

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Filed by a Party other than the Registrant ◻

Check the appropriate box:

◻			Preliminary Proxy Statement
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◻			Definitive Proxy Statement
☒			Definitive Additional Materials
◻			Soliciting Material under §240.14a-12

 UPWORK INC.

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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