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CORRESP
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CORRESP

 December 23, 2022

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “[*]” IN THE LETTER FILED VIA EDGAR.

VIA EDGAR AND ELECTRONIC TRANSMISSION

 United
States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, DC 20549

Attention:
 Chen Chen, Staff Accountant

Kathleen Collins, Accounting Branch Chief

Re:
 Upwork Inc.

Form 10-K for the Year Ended December 31, 2021

Filed February 15, 2022

Form 10-Q for the Quarter Ended September 30, 2022

Filed October 26, 2022

File No. 001-38678

Ladies and Gentlemen:

 We are submitting this
letter on behalf of Upwork Inc. (the “Company”) in response to the following comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
received by electronic mail on November 22, 2022 that relate to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (File
No. 001-38678), filed with the Commission on February 15, 2022 (the “Form 10-K”), and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No. 001-38678), filed with the Commission on October 26, 2022 (the “Form 10-Q”), and the Company’s response letter dated November 8, 2022 (the “Prior Response Letter”) to the Commission’s prior comments. The numbered paragraphs below
correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics.

 CONFIDENTIAL TREATMENT
REQUESTED BY UPWORK INC.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 23, 2022

 Page
 2

 Confidential Treatment Request

Pursuant to 17 C.F.R. § 200.83, we are requesting confidential treatment for portions of our response below reflecting information that we
have provided supplementally. We request that these portions, as indicated by “[*]”, be maintained in confidence, not be made part of any public record and not be disclosed to any person, as they contain confidential information,
disclosure of which would cause the Company competitive harm. In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information Act or otherwise, we respectfully request
that we be notified immediately so that we may further substantiate this request for confidential treatment. Please address any notification of a request for access to such documents to the undersigned.

Form 10-Q for the Quarter Ended September 30, 2022

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Financial and Operational Metrics

 Non-GAAP Financial Measures, page 19

1.
 We note your response to prior comment 3. Please provide us with further information regarding the nature
of adjustment (a) special one-time payments to team members in the impacted regions and (d) operational costs related to humanitarian programs. In this regard, tell us the basis for bonus payments,
how you determined who would receive such payments, how amounts were calculated, and how you determined that such payments are incremental to your normal operations.

The Company acknowledges the Staff’s comment and has provided the requested information below. The Company advises that it has not made
similar types of payments historically and that such payments were unique and extraordinary and were made as a result of its humanitarian response efforts due to the concentration of the Company’s talent and clients in the impacted region and
the severe impact of the war on the lives of these individuals and their businesses. Accordingly, the Company considered that such payments were incremental to the Company’s normal operations.

(a) Special one-time payments to team members in the impacted regions.

The Company provided two primary types of one-time,
non-recurring payments for the Company’s team members located in the region impacted by Russia’s invasion of Ukraine. The two primary types of payments were as follows:

•

 One-Month Bonus Payments to Team Members in Ukraine

•

 End of Contract Payments to Team Members in Russia and Belarus

The information requested is included for each payment type below.

 CONFIDENTIAL TREATMENT
REQUESTED BY UPWORK INC.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 23, 2022

 Page
 3

 One-Month Bonus Payments to Team Members in
Ukraine. The Company made a one-time payment to team members in Ukraine equal to approximately one month of their earnings. The Company made these payments to the team members in Ukraine due to their
potential inability to work and earn compensation as a result of the war. The Company considered these payments incremental as they were one-time payments remitted to team members in addition to their standard
contract earnings. As noted above, the Company has not made similar bonus payments to team members historically. The Company paid out approximately $686,000 for this program.

End of Contract Payments to Team Members in Russia and Belarus. Following the Company’s announcement that the Company would
cease all operations with Russian and Belarussian clients and freelancers, the Company made one-time payments to team members located in Russia or Belarus who decided not to, or were unable to, relocate out of
the impacted area. This served as an end of contract payment for such workers in connection with the suspension of the Company’s operations in Russia and Belarus, effective May 1, 2022, and as a humanitarian gesture by the Company in light
of the Company’s decision to cease operations in Russia and Belarus which was out of the control of the workers in those countries. All team members located in Russia or Belarus who did not relocate out of those countries by March 31, 2022
received a one-time payment of $[*]. The Company considered these payments incremental as they were one-time payments remitted to team members in addition to their
standard contract earnings. As noted above, the Company has not made similar payments to team members historically. The Company paid out approximately $485,000 for this program.

In addition to the above two primary types of payments comprising the “Special one-time payments
to team members in the impacted regions,” the Company made certain other incremental payments to team members in the impacted region. These payments totaled approximately $188,000 and as such were immaterial both individually and in the
aggregate.

 (d) Operational costs related to humanitarian programs.

The Company also made payments of one-time, non-recurring
service award bonuses (and associated taxes) to certain of the Company’s team members located outside of the region impacted by Russia’s invasion of Ukraine. The Company advises the Staff that operational costs related to humanitarian
programs, which totaled approximately $362,000, were significantly smaller than the one-time payments made to team members in the impacted region as noted above, which totaled approximately $1,359,000. These one-time service award bonuses were paid in recognition of contributions made by such team members to the Company’s humanitarian response efforts to assist the Company with team members located in the impacted
region that were above and beyond their roles and responsibilities in the ordinary course of business. As noted above, the Company has not made similar payments with respect to humanitarian programs historically. Moreover, the Company has not
engaged in humanitarian activity of this nature, both in terms of type, size and scope, historically. Members of the Company’s leadership team, in consultation with the key leaders in their respective departments, recommended those team members
deserving of an award,

 CONFIDENTIAL TREATMENT
REQUESTED BY UPWORK INC.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 23, 2022

 Page
 4

including the specific rationale for the award and level of impact. Based on such information, the Company’s Chief Executive Officer, Chief Financial Officer, Chief People Officer, and Chief
of Staff to the Chief Executive Officer then made the final determination of the special awards related to the Company’s response to assist its team members impacted in the war region, which ranged from $[*] to $[*]. The Company considered
these payments incremental as they were one-time payments remitted to team members in addition to their standard compensation.

General

2.
 We note your response to prior comment 5. Please provide the analysis requested regarding whether the
company or any of its subsidiaries meets the definition of an “investment company” under Section 3(a)(1)(C) of the Investment Company Act of 1940 (the “1940 Act”). In your response, include all relevant calculations under
Section 3(a)(1)(C), identifying each constitute part of the numerator(s) and denominator(s). We note that this calculation must be performed on an unconsolidated basis.

The Company advises the Staff that all of the Company’s investment securities are held directly by the ultimate parent and public
reporting company, Upwork Inc.1 The Company is a holding company engaged entirely in business through six wholly-owned active operating subsidiaries. Each of the Company’s subsidiaries is
wholly-owned by the Company or one of its wholly-owned subsidiaries and no other person or entity maintains any equity interest in any of the Company’s subsidiaries, directly or indirectly.2
These wholly-owned subsidiaries are engaged in the following activities:

1
 All references to the Company in this response 2 are to Upwork Inc. unless otherwise noted.

2
 In addition to the six wholly-owned active operating subsidiaries, the Company currently has three additional
wholly-owned subsidiaries which currently have no or limited activity and hold no investment securities.

 CONFIDENTIAL TREATMENT
REQUESTED BY UPWORK INC.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 23, 2022

 Page
 5

 Entity

 Activity

Upwork Escrow Inc.

Provides escrow services on the Company’s marketplace.

Upwork Talent Group Inc.

Engages independent contractors for the Company’s enterprise clients.

UPW Holdco, Inc.

Holding company for three wholly-owned subsidiaries that have no or limited activity as noted in footnote 2.

Elance, Inc.

Holding company for certain of the other subsidiaries including Upwork Escrow Inc., Upwork Talent Group Inc., and Elance Limited.

Elance Limited

Payment processor in the European Union.

Upwork Global Inc.

Operates the Company’s marketplace platform.

 None of the Company’s subsidiaries are investment companies as defined in Section 3(a)(1)(A), (B) or
(C) of the 1940 Act, and none rely on a “private fund” exception from the definition of an Investment Company under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. With respect to 3(a)(1)(A) of the 1940 Act, and pursuant
to each of the factors outlined in Tonopah Mining Company of Nevada, 26 SEC 426 (1947) (“Tonopah”), (i) each of the Company’s active subsidiaries has had a history of significant and continuous business
operations, as detailed in the table above, other than trading and investing in securities, (ii) none of the Company’s active subsidiaries has ever represented that it is involved in any business other than in furtherance of the
Company’s operation of an online work marketplace through the activities noted above, (iii) none of the officers and directors of the Company’s active subsidiaries, in their respective capacities as such, spend any time managing
investment securities and (iv) none of the Company’s subsidiaries hold any assets that are investment securities or generate any income that is attributable to investment securities. With respect to 3(a)(1)(B) of the 1940 Act, none of the
Company’s subsidiaries is engaged, has been engaged or proposes to engage in the business of issuing face-amount certificates of the installment type. With respect to 3(a)(1)(C) of the 1940 Act, none of the Company’s subsidiaries owns any
investment securities.

 In measuring the total assets of the Company on an unconsolidated basis, the value of the Company’s equity
ownership of each of its subsidiaries would be attributed to the Company as an asset. The term “value” is defined in Section 2(a)(41)(A) of the 1940 Act (as applicable to securities for which market quotations are not available) to
mean “with respect to other securities and assets owned at the end of the last preceding fiscal quarter, fair value at the end of such quarter,

 CONFIDENTIAL TREATMENT
REQUESTED BY UPWORK INC.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 23, 2022

 Page
 6

as determined in good faith by the board of directors.” The Company also respectfully submits that the definition of investment company found in Section 3 of the 1940 Act requires an
issuer to consider the value of all of its assets for purposes of determining its status as an investment company, regardless of whether accounting rules require or permit such assets to be included on the issuer’s balance sheet. See SEC v.
National Presto Industries, Inc. The Company’s balance sheet as prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) does not reflect the significant value of its intangible assets,
including its intellectual property and the value of the Company’s subsidiaries which hold the Company’s customer relationships. The Company’s intangible assets, including its trade name, developed technology, and workforce, and the
value of its subsidiaries which hold the Company’s customer relationships are the reason that the Company’s market capitalization is significantly higher than the value of its total assets as determined under U.S. GAAP on a consolidated
basis. The Company’s intellectual property has been developed by the Company and therefore for U.S. GAAP purposes is treated as internally developed intangible assets that does not appear on the Company’s balance sheet. Similarly, for U.S.
GAAP purposes, no value is reflected as an asset on the Company’s balance sheet in connection with the customer relationships held by the Company’s subsidiaries, despite the fact that these contracts provide the Company with all of its
revenue from operating activities. As a result, given the specific facts of the Company, including that it is engaged in business solely through its wholly-owned subsidiaries which are not investment companies, the board of directors of the Company
(the “Board”), with input from the Company’s management team, has determined the fair value of the assets of the Company by reference to the Company’s enterprise value, which is calculated as the Company’s
market capitalization as established by the public market plus the Company’s outstanding indebtedness less cash and cash equivalents. The Company’s shares of common stock are listed on the Nasdaq Global Market and there is a liquid market
for the Company’s common stock. In November 2022—the most recently completed month preceding the submission of this letter—the reported daily average trading volume for the Company’s common stock was approximately
2.0 million shares. The Company’s market capitalization as of September 30, 2022—the last day of the most recently completed quarter preceding the submission of this letter—was $1.79 billion. As of September 30,
2022, the Company had $563.5 million of indebtedness on its balance sheet. The indebtedness of the Company was added to the Company’s market capitalization to determine the value of the Company’s total assets on an enterprise value
basis (in