Upstart Holdings, Inc. — Director's Dealing 2021

Aug 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upstart Holdings, Inc. (UPST)
CIK: 0001647639
Period of Report: 2021-08-19

Reporting Person: Counselman Anna M. (SVP, People and Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-19	Common Stock	M	308355	$0.15	Acquired	320585	Direct
2021-08-19	Common Stock	M	300000	$0.23	Acquired	620585	Direct
2021-08-19	Common Stock	S	27732	$193.2263	Disposed	592853	Direct
2021-08-19	Common Stock	S	30995	$193.9694	Disposed	561858	Direct
2021-08-19	Common Stock	S	31344	$195.0958	Disposed	530514	Direct
2021-08-19	Common Stock	S	16810	$195.9447	Disposed	513704	Direct
2021-08-19	Common Stock	S	25246	$197.1969	Disposed	488458	Direct
2021-08-19	Common Stock	S	6257	$197.9193	Disposed	482201	Direct
2021-08-19	Common Stock	S	12443	$199.4463	Disposed	469758	Direct
2021-08-19	Common Stock	S	117355	$200.2794	Disposed	352403	Direct
2021-08-19	Common Stock	S	66942	$201.0976	Disposed	285461	Direct
2021-08-19	Common Stock	S	46352	$202.1317	Disposed	239109	Direct
2021-08-19	Common Stock	S	30971	$203.0659	Disposed	208138	Direct
2021-08-19	Common Stock	S	8627	$204.0218	Disposed	199511	Direct
2021-08-19	Common Stock	S	27522	$205.4136	Disposed	171989	Direct
2021-08-19	Common Stock	S	45852	$206.1475	Disposed	126137	Direct
2021-08-19	Common Stock	S	24975	$207.2305	Disposed	101162	Direct
2021-08-19	Common Stock	S	39647	$208.2391	Disposed	61515	Direct
2021-08-19	Common Stock	S	34385	$208.9771	Disposed	27130	Direct
2021-08-19	Common Stock	S	8800	$210.4883	Disposed	18330	Direct
2021-08-19	Common Stock	S	5900	$211.0347	Disposed	12430	Direct
2021-08-19	Common Stock	S	200	$213.17	Disposed	12230	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-19	Employee Stock Option (Right to buy)	$0.15	M	308355	Disposed	2022-05-11	Common Stock (308355)	Direct
2021-08-19	Employee Stock Option (Right to buy)	$0.23	M	300000	Disposed	2023-05-23	Common Stock (300000)	Direct

Footnotes

F1: The option exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 27, 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 $192.60 to $193.595. 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 (22) 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 $193.60 to $194.59.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.60 to $195.59.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.60 to $196.53.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.63 to $197.61.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.63 to $198.60.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.67 to $199.66.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.67 to $200.66.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.67 to $201.66.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.67 to $202.66.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.67 to $203.65.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.67 to $204.60.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.73 to $205.72.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.74 to $206.73.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.74 to $207.71.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.75 to $208.74.

F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.75 to $209.68.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.855 to $210.84.

F21: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.88 to $211.85.

F22: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.75 to $213.59.

F23: All of the shares subject to this option are fully vested and exercisable as of the date hereof.