Upstart Holdings, Inc. — Director's Dealing 2021

Dec 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upstart Holdings, Inc. (UPST)
CIK: 0001647639
Period of Report: 2021-12-01

Reporting Person: Girouard Dave (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-30	Common Stock	G	101270	—	Disposed	9116570	Indirect
2021-12-01	Common Stock	S	3295	$177.3633	Disposed	175013	Direct
2021-12-01	Common Stock	S	7990	$178.6658	Disposed	167023	Direct
2021-12-01	Common Stock	S	2692	$179.0981	Disposed	164331	Direct
2021-12-01	Common Stock	S	1080	$180.9221	Disposed	163251	Direct
2021-12-01	Common Stock	S	928	$182.2958	Disposed	162323	Direct
2021-12-01	Common Stock	S	1479	$184.0385	Disposed	160844	Direct
2021-12-01	Common Stock	S	8497	$185.2783	Disposed	152347	Direct
2021-12-01	Common Stock	S	5259	$186.3301	Disposed	147088	Direct
2021-12-01	Common Stock	S	3983	$187.3145	Disposed	143105	Direct
2021-12-01	Common Stock	S	3310	$188.4764	Disposed	139795	Direct
2021-12-01	Common Stock	S	2265	$189.3132	Disposed	137530	Direct
2021-12-01	Common Stock	S	1128	$190.6409	Disposed	136402	Direct
2021-12-01	Common Stock	S	3408	$192.0478	Disposed	132994	Direct
2021-12-01	Common Stock	S	4593	$193.2401	Disposed	128401	Direct
2021-12-01	Common Stock	S	3572	$194.3432	Disposed	124829	Direct
2021-12-01	Common Stock	S	2878	$195.5429	Disposed	121951	Direct
2021-12-01	Common Stock	S	7948	$196.5478	Disposed	114003	Direct
2021-12-01	Common Stock	S	6615	$197.6829	Disposed	107388	Direct
2021-12-01	Common Stock	S	8562	$198.6944	Disposed	98826	Direct
2021-12-01	Common Stock	S	8558	$199.6662	Disposed	90268	Direct
2021-12-01	Common Stock	S	7865	$200.6759	Disposed	82403	Direct
2021-12-01	Common Stock	S	15814	$201.7782	Disposed	66589	Direct
2021-12-01	Common Stock	S	4820	$202.6368	Disposed	61769	Direct
2021-12-01	Common Stock	S	2378	$204.1492	Disposed	59391	Direct
2021-12-01	Common Stock	S	2672	$205.4441	Disposed	56719	Direct
2021-12-01	Common Stock	S	2358	$206.2468	Disposed	54361	Direct
2021-12-01	Common Stock	S	1053	$207.7151	Disposed	53308	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1015346	Indirect
Common Stock	8991570	Indirect

Footnotes

F1: These shares are held by the 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee (the "Girouard Revocable Trust").

F2: 101,270 shares were gifted from the Girouard Revocable Trust.

F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2021.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.985 to $177.95. 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 footnote (4) and footnotes (7) through (32) to this Form 4.

F5: 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.

F6: Immediately prior to the sale by the Reporting Person of an aggregate of 125,000 shares of Common Stock, the Girouard Revocable Trust transferred 125,000 shares of Common Stock to the Reporting Person.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.005 to $179.00.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.005 to $179.501.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.76 to $181.15.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.15 to $182.43.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.56 to $184.54.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.75 to $185.74.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.77 to $186.74.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.80 to $187.77.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.88 to $188.83.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.04 to $189.84.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.46 to $190.82.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.76 to $192.52.

F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.82 to $193.76.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.90 to $194.87.

F21: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.99 to $195.91.

F22: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.18 to $197.175.

F23: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.20 to $198.19.

F24: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.20 to $199.18.

F25: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.22 to $200.195.

F26: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.235 to $201.10.

F27: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.265 to $202.19.

F28: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.275 to $203.21.

F29: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.51 to $204.39.

F30: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.885. to $205.855.

F31: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.89 to $206.79.

F32: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.07 to $207.97.

F33: These shares are held by David J. Girouard, as trustee of the Girouard 2020 GRAT, dated October 19, 2020 (the "2020 GRAT"). The number of shares held reflects the transfer to the 2020 GRAT of (i) 407,673 shares from the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020, and (ii) 407,673 shares from the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

F34: These shares are held by the Girouard Revocable Trust.