Upstart Holdings Inc.

12/03/2021 | Press release | Distributed by Public on 12/03/2021 20:13

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Girouard Dave
2. Issuer Name and Ticker or Trading Symbol
Upstart Holdings, Inc. [UPST] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Chief Executive Officer /
(Last) (First) (Middle)
C/O UPSTART HOLDINGS, INC. , 2950 S. DELAWARE STREET, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
SAN MATEO CA 94403
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Girouard Dave
C/O UPSTART HOLDINGS, INC.
2950 S. DELAWARE STREET, SUITE 300
SAN MATEO, CA94403 		X X Chief Executive Officer

Signatures

/s/ Christopher Ing, by power of attorney 2021-12-03
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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 (the "JRG Trust").
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.425 to $197.385. 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 (5) through (12), and footnotes (16) through (22) to this Form 4.
(3) The number of shares held reflects the transfer of 407,673 shares from Tristen Baird Willard, as trustee of the JRG Trust, to David J. Girouard, as trustee of the Girouard 2020 GRAT, dated October 19, 2020 (the "2020 GRAT").
(4) These shares are held by the JRG Trust.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.37 to $199.34.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.565 to $200.335.
(7) 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.
(8) 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 $202.50.
(9) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.17 to $205.005.
(10) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.22 to $206.09.
(11) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.29 to $206.79.
(12) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.59 to $207.97.
(13) 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 ("the TMG Trust").
(14) The number of shares held reflects the transfer of 407,673 shares from Tristen Baird Willard, as trustee of the TMG Trust, to the 2020 GRAT.
(15) These shares are held by the TMG Trust.
(16) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.02 to $198.88.
(17) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.13 to $199.62.
(18) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.29 to $200.95.
(19) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.49 to $202.07.
(20) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.24 to $205.22.
(21) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.54 to $206.29.
(22) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.67 to $207.59.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.