Upstart Holdings, Inc. — Director's Dealing 2021

Aug 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upstart Holdings, Inc. (UPST)
CIK: 0001647639
Period of Report: 2021-08-25

Reporting Person: Nicoll Alison (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-25	Common Stock	M	22500	$0.23	Acquired	36730	Direct
2021-08-25	Common Stock	S	1769	$214.4715	Disposed	34961	Direct
2021-08-25	Common Stock	S	4300	$215.9225	Disposed	30661	Direct
2021-08-25	Common Stock	S	3100	$216.9843	Disposed	27561	Direct
2021-08-25	Common Stock	S	3700	$218.0867	Disposed	23861	Direct
2021-08-25	Common Stock	S	4322	$218.9503	Disposed	19539	Direct
2021-08-25	Common Stock	S	3609	$220.0938	Disposed	15930	Direct
2021-08-25	Common Stock	S	1100	$220.9985	Disposed	14830	Direct
2021-08-25	Common Stock	S	500	$221.992	Disposed	14330	Direct
2021-08-25	Common Stock	S	100	$223.02	Disposed	14230	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-25	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 $214.10 to $214.7925. 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 (10) 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 $215.38 to $216.37.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.51 to $217.48.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.57 to $218.55.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.57 to $219.51.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.60 to $220.59.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.60 to $221.50.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.82 to $222.23.

F11: All of the shares subject to this option are fully vested and exercisable as of the date hereof.