Upstart Holdings, Inc. — Director's Dealing 2021

Oct 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upstart Holdings, Inc. (UPST)
CIK: 0001647639
Period of Report: 2021-10-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-01	Common Stock	S	4100	$286.2845	Disposed	174208	Direct
2021-10-01	Common Stock	S	3600	$287.2914	Disposed	170608	Direct
2021-10-01	Common Stock	S	2928	$288.5555	Disposed	167680	Direct
2021-10-01	Common Stock	S	6283	$289.40	Disposed	161397	Direct
2021-10-01	Common Stock	S	4400	$290.6361	Disposed	156997	Direct
2021-10-01	Common Stock	S	2900	$291.4145	Disposed	154097	Direct
2021-10-01	Common Stock	S	2118	$292.5404	Disposed	151979	Direct
2021-10-01	Common Stock	S	1400	$293.7382	Disposed	150579	Direct
2021-10-01	Common Stock	S	6000	$294.6402	Disposed	144579	Direct
2021-10-01	Common Stock	S	6200	$295.6809	Disposed	138379	Direct
2021-10-01	Common Stock	S	1844	$296.7028	Disposed	136535	Direct
2021-10-01	Common Stock	S	2808	$298.2218	Disposed	133727	Direct
2021-10-01	Common Stock	S	5820	$298.9991	Disposed	127907	Direct
2021-10-01	Common Stock	S	2000	$300.323	Disposed	125907	Direct
2021-10-01	Common Stock	S	6800	$301.4888	Disposed	119107	Direct
2021-10-01	Common Stock	S	1721	$302.2388	Disposed	117386	Direct
2021-10-01	Common Stock	S	1300	$303.6792	Disposed	116086	Direct
2021-10-01	Common Stock	S	6820	$305.2803	Disposed	109266	Direct
2021-10-01	Common Stock	S	8513	$306.048	Disposed	100753	Direct
2021-10-01	Common Stock	S	10037	$307.2042	Disposed	90716	Direct
2021-10-01	Common Stock	S	9206	$308.0943	Disposed	81510	Direct
2021-10-01	Common Stock	S	6328	$309.266	Disposed	75182	Direct
2021-10-01	Common Stock	S	7565	$310.2846	Disposed	67617	Direct
2021-10-01	Common Stock	S	2069	$311.4974	Disposed	65548	Direct
2021-10-01	Common Stock	S	5740	$312.0123	Disposed	59808	Direct
2021-10-01	Common Stock	S	5900	$313.16	Disposed	53908	Direct
2021-10-01	Common Stock	S	600	$314.095	Disposed	53308	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	200000	Indirect
Common Stock	9342840	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 $285.79 to $286.77. 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 (30) 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 $286.86 to $287.83.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $287.98 to $288.91.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.00 to $289.99.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $290.00 to $290.99.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.00 to $291.89.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.09 to $293.01.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.115 to $294.06.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.22 to $295.18.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.25 to $296.17.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.31 to $297.24.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $297.52 to $298.45.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.53 to $299.38.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $299.745 to $300.72.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $300.96 to $301.89.

F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $302.00 to $302.60.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $303.23 to $303.90.

F21: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $304.64 to $305.63.

F22: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $305.64 to $306.61.

F23: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.64 to $307.63.

F24: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.655 to $308.65.

F25: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $308.66 to $309.65.

F26: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $309.77 to $310.76.

F27: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $310.78 to $311.77.

F28: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $311.79 to $312.78.

F29: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $312.79 to $313.75.

F30: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $313.99 to $314.20.

F31: These shares are held by David J. Girouard, as trustee of the Girouard 2020 GRAT, dated October 19, 2020.

F32: These shares are held by the Girouard Revocable Trust.

F33: 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.