Upstart Holdings, Inc. — Director's Dealing 2021

Dec 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upstart Holdings, Inc. (UPST)
CIK: 0001647639
Period of Report: 2021-12-22

Reporting Person: Nicoll Alison (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-22	Common Stock	M	125000	$1.35	Acquired	139230	Direct
2021-12-22	Common Stock	M	40050	$2.15	Acquired	179280	Direct
2021-12-22	Common Stock	M	7500	$0.23	Acquired	186780	Direct
2021-12-22	Common Stock	S	300	$143.3039	Disposed	186480	Direct
2021-12-22	Common Stock	S	1575	$144.3562	Disposed	184905	Direct
2021-12-22	Common Stock	S	2625	$145.2455	Disposed	182280	Direct
2021-12-22	Common Stock	S	1200	$146.3167	Disposed	181080	Direct
2021-12-22	Common Stock	S	600	$147.27	Disposed	180480	Direct
2021-12-22	Common Stock	S	800	$148.2725	Disposed	179680	Direct
2021-12-22	Common Stock	S	400	$149.755	Disposed	179280	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-22	Employee Stock Option (Right to buy)	$1.35	M	125000	Disposed	2026-12-28	Common Stock (125000.0)	Direct
2021-12-22	Employee Stock Option (Right to buy)	$2.15	M	40050	Disposed	2027-12-18	Common Stock (40050.0)	Direct
2021-12-22	Employee Stock Option (Right to buy)	$0.23	M	7500	Disposed	2023-05-23	Common Stock (7500.0)	Direct

Footnotes

F1: 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.

F2: This 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $142.82 to $143.64. 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 (9) 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 $143.86 to $144.81.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.875 to $145.76.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.90 to $146.89.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.93 to $147.49.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.99 to $148.97.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.65 to $149.84.

F10: All of the shares subject to this option are fully vested and exercisable as of the date hereof.

F11: This option, originally for 100,000 shares, of which 40,050 shares have been exercised, vested as to one forty-eighth of the shares on February 1, 2018 and one forty-eighth of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.