Statement of Changes in Beneficial Ownership (4)
20 October 2021 - 9:25AM
Edgar (US Regulatory)
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. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Gu Paul |
2. Issuer Name and Ticker or Trading Symbol
Upstart Holdings, Inc.
[
UPST
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Product and Data Science |
(Last)
(First)
(Middle)
C/O UPSTART HOLDINGS, INC., 2950 S. DELAWARE STREET, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/15/2021 |
(Street)
SAN MATEO, CA 94403
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/15/2021 | | M(1) | | 106876 | A | $0.23 | 384288 (2) | D | |
Common Stock | 10/15/2021 | | M(1) | | 48124 | A | $0.43 | 432412 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 1300 | D | $381.8974 (3) | 431112 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 3100 | D | $382.8632 (4) | 428012 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 2200 | D | $383.83 (5) | 425812 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 3200 | D | $384.9597 (6) | 422612 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 12184 | D | $386.0992 (7) | 410428 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 14553 | D | $386.9675 (8) | 395875 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 17461 | D | $388.0407 (9) | 378414 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 18462 | D | $388.9337 (10) | 359952 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 11511 | D | $389.9255 (11) | 348441 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 5500 | D | $390.9017 (12) | 342941 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 10400 | D | $392.0742 (13) | 332541 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 12200 | D | $392.9295 (14) | 320341 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 10029 | D | $394.023 (15) | 310312 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 9400 | D | $394.9513 (16) | 300912 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 6900 | D | $395.9933 (17) | 294012 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 7200 | D | $397.0315 (18) | 286812 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 6200 | D | $398.0956 (19) | 280612 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 1900 | D | $399.0611 (20) | 278712 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 1000 | D | $399.864 (21) | 277712 (2) | D | |
Common Stock | 10/15/2021 | | S(1) | | 300 | D | $401.1567 (22) | 277412 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (Right to buy) | $0.23 | 10/15/2021 | | M (1) | | | 106876 | (23) | 5/23/2023 | Common Stock | 106876 | $0.00 | 0 | D | |
Employee Stock Option (Right to buy) | $0.43 | 10/15/2021 | | M (1) | | | 48124 | (23) | 6/19/2024 | Common Stock | 48124 | $0.00 | 221876 | D | |
Explanation of Responses: |
(1) | 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. |
(2) | 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. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $381.32 to $382.30. 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. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $382.37 to $383.33. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $383.45 to $384.23. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $384.50 to $385.415. |
(7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $385.50 to $386.49. |
(8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $386.50 to $387.48. |
(9) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $387.50 to $388.49. |
(10) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $388.50 to $389.49. |
(11) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $389.50 to $390.49. |
(12) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $390.50 to $391.49. |
(13) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $391.50 to $392.49. |
(14) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $392.50 to $393.49. |
(15) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $393.50 to $394.49. |
(16) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $394.50 to $395.49. |
(17) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $395.51 to $396.50. |
(18) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $396.54 to $397.51. |
(19) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $397.63 to $398.62. |
(20) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $398.65 to $399.62. |
(21) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $399.67 to $400.30. |
(22) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $400.80 to $401.44. |
(23) | All of the shares subject to this option are fully vested and exercisable as of the date hereof. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gu Paul C/O UPSTART HOLDINGS, INC. 2950 S. DELAWARE STREET, SUITE 300 SAN MATEO, CA 94403 | X |
| SVP, Product and Data Science |
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Signatures
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Christopher Ing, by power of attorney | | 10/19/2021 |
**Signature of Reporting Person | Date |
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