Upstart Holdings, Inc. — Director's Dealing 2021

Oct 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upstart Holdings, Inc. (UPST)
CIK: 0001647639
Period of Report: 2021-10-06

Reporting Person: Nicoll Alison (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-06	Common Stock	M	22500	$0.23	Acquired	36730	Direct
2021-10-06	Common Stock	S	384	$288.13	Disposed	36346	Direct
2021-10-06	Common Stock	S	1277	$289.6058	Disposed	35069	Direct
2021-10-06	Common Stock	S	1555	$290.6696	Disposed	33514	Direct
2021-10-06	Common Stock	S	171	$291.29	Disposed	33343	Direct
2021-10-06	Common Stock	S	1303	$293.1065	Disposed	32040	Direct
2021-10-06	Common Stock	S	1876	$294.2592	Disposed	30164	Direct
2021-10-06	Common Stock	S	2018	$295.1651	Disposed	28146	Direct
2021-10-06	Common Stock	S	552	$298.0597	Disposed	27594	Direct
2021-10-06	Common Stock	S	867	$300.3318	Disposed	26727	Direct
2021-10-06	Common Stock	S	772	$302.0294	Disposed	25955	Direct
2021-10-06	Common Stock	S	1477	$303.9942	Disposed	24478	Direct
2021-10-06	Common Stock	S	1313	$305.4656	Disposed	23165	Direct
2021-10-06	Common Stock	S	2571	$306.4817	Disposed	20594	Direct
2021-10-06	Common Stock	S	2872	$307.6231	Disposed	17722	Direct
2021-10-06	Common Stock	S	1869	$308.6581	Disposed	15853	Direct
2021-10-06	Common Stock	S	920	$309.8724	Disposed	14933	Direct
2021-10-06	Common Stock	S	522	$311.4257	Disposed	14411	Direct
2021-10-06	Common Stock	S	181	$312.10	Disposed	14230	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-06	Employee Stock Option (Right to buy)	$0.23	M	22500	Disposed	2023-03-18	Common Stock (22500)	Direct

Footnotes

F1: The option exercise and 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.

F2: 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $287.84 to $288.31. 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 (5), and footnotes (6) through (18) 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 $289.04 to $290.00.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $290.28 to $291.15.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.53 to $293.47.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.70 to $294.68.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.91 to $295.73.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $297.89 to $298.29.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $299.91 to $300.52.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $301.51 to $302.44.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $303.61 to $304.54.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $304.94 to $305.78.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.09 to $306.70.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.25 to $308.11.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $308.28 to $309.06.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $309.75 to $310.17.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $311.10 to $311.60.

F19: All of the shares subject to this option are fully vested and exercisable as of the date hereof.