Upstart Holdings, Inc. — Director's Dealing 2021

Oct 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upstart Holdings, Inc. (UPST)
CIK: 0001647639
Period of Report: 2021-09-29

Reporting Person: Nicoll Alison (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-29	Common Stock	M	22500	$0.23	Acquired	36730	Direct
2021-09-29	Common Stock	S	913	$318.8172	Disposed	35817	Direct
2021-09-29	Common Stock	S	2687	$320.1197	Disposed	33130	Direct
2021-09-29	Common Stock	S	2000	$321.1526	Disposed	31130	Direct
2021-09-29	Common Stock	S	1700	$322.0459	Disposed	29430	Direct
2021-09-29	Common Stock	S	4100	$323.5062	Disposed	25330	Direct
2021-09-29	Common Stock	S	2200	$324.6336	Disposed	23130	Direct
2021-09-29	Common Stock	S	2000	$325.7568	Disposed	21130	Direct
2021-09-29	Common Stock	S	2000	$326.7375	Disposed	19130	Direct
2021-09-29	Common Stock	S	2000	$327.7854	Disposed	17130	Direct
2021-09-29	Common Stock	S	1400	$328.7202	Disposed	15730	Direct
2021-09-29	Common Stock	S	1100	$329.6221	Disposed	14630	Direct
2021-09-29	Common Stock	S	400	$330.65	Disposed	14230	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-29	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 $318.45 to $319.17. 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 (14) 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 $319.71 to $320.70.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $320.72 to $321.64.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $321.75 to $322.565.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $323.07 to $323.99.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $324.20 to $325.11.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $325.20 to $326.195.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $326.24 to $327.20.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $327.255 to $328.21.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $328.27 to $329.17.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $329.29 to $330.22.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $330.46 to $330.89.

F15: All of the shares subject to this option are fully vested and exercisable as of the date hereof.