Upstart Holdings, Inc. — Director's Dealing 2021

Sep 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upstart Holdings, Inc. (UPST)
CIK: 0001647639
Period of Report: 2021-09-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-01	Common Stock	S	15667	$223.8056	Disposed	162641	Direct
2021-09-01	Common Stock	S	37136	$224.5684	Disposed	125505	Direct
2021-09-01	Common Stock	S	34553	$225.6229	Disposed	90952	Direct
2021-09-01	Common Stock	S	29344	$226.6299	Disposed	61608	Direct
2021-09-01	Common Stock	S	8000	$227.3499	Disposed	53608	Direct
2021-09-01	Common Stock	S	300	$228.1367	Disposed	53308	Direct
2021-09-01	Common Stock	S	593	$223.5121	Disposed	999407	Indirect
2021-09-01	Common Stock	S	1249	$224.4063	Disposed	998158	Indirect
2021-09-01	Common Stock	S	2525	$225.6225	Disposed	995633	Indirect
2021-09-01	Common Stock	S	1682	$226.7631	Disposed	993951	Indirect
2021-09-01	Common Stock	S	200	$227.445	Disposed	993751	Indirect
2021-09-01	Common Stock	S	473	$223.3722	Disposed	999527	Indirect
2021-09-01	Common Stock	S	1643	$224.5018	Disposed	997884	Indirect
2021-09-01	Common Stock	S	2195	$225.6519	Disposed	995689	Indirect
2021-09-01	Common Stock	S	1538	$226.6454	Disposed	994151	Indirect
2021-09-01	Common Stock	S	400	$227.3425	Disposed	993751	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	200000	Indirect
Common Stock	9467840	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 $223.11 to $224.10. 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), footnotes (6) through (10), footnote (12), footnotes (14) through (17), footnote (19), and footnotes (21) through (24) to this Form 4.

F3: 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.

F4: Includes a total of 65 shares received pursuant to pro rata distributions in June 2021 and August 2021 from Kleiner Perkins Caufield & Byers XV, LLC, of which the Reporting Person is a member. The acquisition of such shares was exempt pursuant to Rule 16a-9.

F5: 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.11 to $225.10.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.11 to $226.10.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.11 to $227.10.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.11 to $228.00.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.13 to $228.14.

F11: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 28, 2021 by the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.00 to $223.83.

F13: These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.09 to $225.00.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.09 to $226.05.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.25 to $227.05.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.39 to $227.50.

F18: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 28, 2021 by the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.00 to $223.975.

F20: These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

F21: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.09 to $225.00.

F22: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.09 to $226.01.

F23: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.16 to $227.00.

F24: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.24 to $227.50.

F25: These shares are held by David J. Girouard, as trustee of the Girouard 2020 GRAT, dated October 19, 2020.

F26: These shares are held by the Girouard Revocable Trust.

F27: 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.