Upstart Holdings, Inc. — Director's Dealing 2021

Nov 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upstart Holdings, Inc. (UPST)
CIK: 0001647639
Period of Report: 2021-11-15

Reporting Person: Gu Paul (Director, SVP, Product and Data Science)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-15	Common Stock	M	40000	$1.35	Acquired	407412	Direct
2021-11-15	Common Stock	M	10000	$2.15	Acquired	417412	Direct
2021-11-15	Common Stock	M	39000	$0.43	Acquired	456412	Direct
2021-11-15	Common Stock	S	852	$233.24	Disposed	455560	Direct
2021-11-15	Common Stock	S	2400	$234.10	Disposed	453160	Direct
2021-11-15	Common Stock	S	800	$235.21	Disposed	452360	Direct
2021-11-15	Common Stock	S	200	$235.80	Disposed	452160	Direct
2021-11-15	Common Stock	S	700	$237.72	Disposed	451460	Direct
2021-11-15	Common Stock	S	3300	$238.89	Disposed	448160	Direct
2021-11-15	Common Stock	S	4100	$239.74	Disposed	444060	Direct
2021-11-15	Common Stock	S	1900	$240.89	Disposed	442160	Direct
2021-11-15	Common Stock	S	2900	$241.85	Disposed	439260	Direct
2021-11-15	Common Stock	S	1100	$242.84	Disposed	438160	Direct
2021-11-15	Common Stock	S	800	$243.99	Disposed	437360	Direct
2021-11-15	Common Stock	S	2100	$246.07	Disposed	435260	Direct
2021-11-15	Common Stock	S	2100	$247	Disposed	433160	Direct
2021-11-15	Common Stock	S	3100	$248.08	Disposed	430060	Direct
2021-11-15	Common Stock	S	1325	$249.37	Disposed	428735	Direct
2021-11-15	Common Stock	S	3476	$250.30	Disposed	425259	Direct
2021-11-15	Common Stock	S	2300	$251.24	Disposed	422959	Direct
2021-11-15	Common Stock	S	1200	$252.74	Disposed	421759	Direct
2021-11-15	Common Stock	S	2247	$253.81	Disposed	419512	Direct
2021-11-15	Common Stock	S	400	$254.82	Disposed	419112	Direct
2021-11-15	Common Stock	S	400	$255.80	Disposed	418712	Direct
2021-11-15	Common Stock	S	600	$258.49	Disposed	418112	Direct
2021-11-15	Common Stock	S	356	$259.43	Disposed	417756	Direct
2021-11-15	Common Stock	S	244	$260.51	Disposed	417512	Direct
2021-11-15	Common Stock	S	100	$261.58	Disposed	417412	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-15	Employee Stock Option (Right to buy)	$1.35	M	40000	Disposed	2027-01-09	Common Stock (40000.0)	Direct
2021-11-15	Employee Stock Option (Right to buy)	$2.15	M	10000	Disposed	2027-12-18	Common Stock (10000.0)	Direct
2021-11-15	Employee Stock Option (Right to buy)	$0.43	M	39000	Disposed	2024-06-19	Common Stock (39000.0)	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: The option exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 27, 2021 (the "10b5-1 Plan").

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.74 to $233.70. 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 (25) 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 $233.74 to $234.67.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $234.80 to $235.72.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $237.23 to $238.11.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $238.35 to $239.31.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $239.40 to $240.32.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $240.44 to $241.35.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $241.45 to $242.33.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $242.48 to $243.35.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.59 to $244.43.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.55 to $246.50.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.59 to $247.50.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.67 to $248.59.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.84 to $249.82.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.84 to $250.83.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.85 to $251.77.

F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.19 to $253.15.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $253.35 to $254.21.

F21: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $254.48 to $255.30.

F22: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $255.59 to $256.25.

F23: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $258.05 to $258.78.

F24: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $259.17 to $260.04.

F25: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.23 to $260.62.

F26: All of the shares subject to this option are fully vested and exercisable as of the date hereof.

F27: This option, originally for 200,000 shares, of which 40,000 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.