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
2021-12-01	Common Stock	S	508	$196.7538	Disposed	573072	Indirect
2021-12-01	Common Stock	S	512	$198.9381	Disposed	572560	Indirect
2021-12-01	Common Stock	S	612	$199.9191	Disposed	571948	Indirect
2021-12-01	Common Stock	S	740	$201.2266	Disposed	571208	Indirect
2021-12-01	Common Stock	S	1276	$202.005	Disposed	569932	Indirect
2021-12-01	Common Stock	S	188	$203.11	Disposed	569744	Indirect
2021-12-01	Common Stock	S	633	$204.2335	Disposed	569111	Indirect
2021-12-01	Common Stock	S	1076	$205.5627	Disposed	568035	Indirect
2021-12-01	Common Stock	S	424	$206.4121	Disposed	567611	Indirect
2021-12-01	Common Stock	S	280	$207.8343	Disposed	567331	Indirect
2021-12-01	Common Stock	S	359	$196.66	Disposed	573221	Indirect
2021-12-01	Common Stock	S	614	$198.4351	Disposed	572607	Indirect
2021-12-01	Common Stock	S	482	$199.4117	Disposed	572125	Indirect
2021-12-01	Common Stock	S	595	$200.6314	Disposed	571530	Indirect
2021-12-01	Common Stock	S	1636	$201.8118	Disposed	569894	Indirect
2021-12-01	Common Stock	S	186	$202.56	Disposed	569708	Indirect
2021-12-01	Common Stock	S	759	$204.4869	Disposed	568949	Indirect
2021-12-01	Common Stock	S	1064	$206.0147	Disposed	567885	Indirect
2021-12-01	Common Stock	S	384	$206.9408	Disposed	567501	Indirect
2021-12-01	Common Stock	S	170	$207.97	Disposed	567331	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 28, 2021 by the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020 (the "JRG Trust").

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.425 to $197.385. 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 (2), footnotes (5) through (12), and footnotes (16) through (22) to this Form 4.

F3: The number of shares held reflects the transfer of 407,673 shares from Tristen Baird Willard, as trustee of the JRG Trust, to David J. Girouard, as trustee of the Girouard 2020 GRAT, dated October 19, 2020 (the "2020 GRAT").

F4: These shares are held by the JRG Trust.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.37 to $199.34.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.565 to $200.335.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.67 to $201.66.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.67 to $202.50.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.17 to $205.005.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.22 to $206.09.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.29 to $206.79.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.59 to $207.97.

F13: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 28, 2021 by the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020 ("the TMG Trust").

F14: The number of shares held reflects the transfer of 407,673 shares from Tristen Baird Willard, as trustee of the TMG Trust, to the 2020 GRAT.

F15: These shares are held by the TMG Trust.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.02 to $198.88.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.13 to $199.62.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.29 to $200.95.

F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.49 to $202.07.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.24 to $205.22.

F21: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.54 to $206.29.

F22: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.67 to $207.59.