Upstart Holdings, Inc. — Director's Dealing 2021

Dec 31, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upstart Holdings, Inc. (UPST)
CIK: 0001647639
Period of Report: 2021-12-29

Reporting Person: Nicoll Alison (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-29	Common Stock	M	7500	$0.23	Acquired	186780	Direct
2021-12-29	Common Stock	S	214	$142.27	Disposed	186566	Direct
2021-12-29	Common Stock	S	1159	$144.0543	Disposed	185407	Direct
2021-12-29	Common Stock	S	860	$145.2163	Disposed	184547	Direct
2021-12-29	Common Stock	S	2028	$146.1951	Disposed	182519	Direct
2021-12-29	Common Stock	S	1946	$147.5278	Disposed	180573	Direct
2021-12-29	Common Stock	S	1093	$148.4322	Disposed	179480	Direct
2021-12-29	Common Stock	S	200	$149.81	Disposed	179280	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-29	Employee Stock Option (Right to buy)	$0.23	M	7500	Disposed	2023-05-23	Common Stock (7500.0)	Direct

Footnotes

F1: The option exercise and the sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 25, 2021.

F2: Certain of these securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.68 to $144.50. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (8) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.91 to $145.56.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.03 to $146.60.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.16 to $148.07.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.28 to $148.91.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.80 to $149.82.

F9: All of the shares subject to this option are fully vested and exercisable as of the date hereof.