CORRESP 1 filename1.htm
LOGO
October 1, 2018
ROBERT A. FREEDMAN
EMAIL:
[email protected]
Direct Dial: +1 (650) 335-7292
VIA EDGAR AND OVERNIGHT DELIVERY
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Jay Ingram, Legal Branch Chief
Sergio Chinos, Staff Attorney
Jenn Do, Staff Accountant
Al Pavot, Staff Accountant
Re: Upwork Inc.
Amendment No. 1 to Registration Statement on Form S-1 filed on September 21, 2018
File No. 333-227207
Ladies and Gentlemen:
[...]
Risk Factors, page 15
Failure to comply with anti-corruption, anti-money laundering and sanctions laws,..., page 30
1. Your website...
1) Upwork is a U.S. person directly subject to the prohibitions of the ITSR, which include the broad prohibition at 560.206 (prohibiting any “transaction or dealing in or related to” “[g]oods, technology, or services for exportation, reexportation, sale or supply, directly or indirectly, to Iran,” where “dealing includes but is not limited to…facilitating.” 560.206 is, however, subject to the exemption for information and informational materials at 560.210(c) of the ITSR.
It is well established that a U.S. person may allow an Iranian commercial entity to post information to a website, and this is presumably the case even where the purpose of the posting is the solicitation of business (see 031211-FACRL-IA-14). 031211-FACRL-IA-14 was not conditioned on the content of the information being posted.
031211-FACRL-IA-14 did...