Upstart Holdings, Inc. — Director's Dealing 2021

Nov 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upstart Holdings, Inc. (UPST)
CIK: 0001647639
Period of Report: 2021-11-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-01	Common Stock	S	2449	$323.9935	Disposed	175859	Direct
2021-11-01	Common Stock	S	200	$325	Disposed	175659	Direct
2021-11-01	Common Stock	S	2100	$326.5351	Disposed	173559	Direct
2021-11-01	Common Stock	S	2700	$327.6263	Disposed	170859	Direct
2021-11-01	Common Stock	S	4500	$328.6493	Disposed	166359	Direct
2021-11-01	Common Stock	S	3700	$329.6851	Disposed	162659	Direct
2021-11-01	Common Stock	S	900	$330.8333	Disposed	161759	Direct
2021-11-01	Common Stock	S	3176	$332.2182	Disposed	158583	Direct
2021-11-01	Common Stock	S	2324	$333.0889	Disposed	156259	Direct
2021-11-01	Common Stock	S	3500	$334.1447	Disposed	152759	Direct
2021-11-01	Common Stock	S	4589	$335.1681	Disposed	148170	Direct
2021-11-01	Common Stock	S	13843	$336.1933	Disposed	134327	Direct
2021-11-01	Common Stock	S	12815	$337.1218	Disposed	121512	Direct
2021-11-01	Common Stock	S	13985	$338.3164	Disposed	107527	Direct
2021-11-01	Common Stock	S	18916	$339.3918	Disposed	88611	Direct
2021-11-01	Common Stock	S	20142	$340.1948	Disposed	68469	Direct
2021-11-01	Common Stock	S	9501	$341.2201	Disposed	58968	Direct
2021-11-01	Common Stock	S	4277	$342.1734	Disposed	54691	Direct
2021-11-01	Common Stock	S	1383	$342.8793	Disposed	53308	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	200000	Indirect
Common Stock	9217840	Indirect

Footnotes

F1: 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.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $323.78 to $324.51. 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), and footnotes (5) through (21) to this Form 4.

F3: 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.

F4: Immediately prior to the sale by the Reporting Person of an aggregate of 125,000 shares of Common Stock, the 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee (the "Girouard Revocable Trust"), transferred 125,000 shares of Common Stock to the Reporting Person.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $326.00 to $326.90.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $327.12 to $328.02.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $328.12 to $329.00.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $329.22 to $330.00.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $330.50 to $331.00.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $331.64 to $332.63.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $332.64 to $333.5350.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $333.68 to $334.67.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $334.73 to $335.72.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $335.75 to $336.73.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $336.75 to $337.72.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $337.75 to $338.72.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $338.78 to $339.77.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $339.78 to $340.77.

F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $340.81 to $341.7850.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $341.85 to $342.66.

F21: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $342.87 to $343.19.

F22: These shares are held by David J. Girouard, as trustee of the Girouard 2020 GRAT, dated October 19, 2020.

F23: 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.

F24: These shares are held by the Girouard Revocable Trust.