Sec Form 13G Filing - Khosla Ventures Associates V LLC filing for Upstart Holdings Inc. (UPST) - 2021-02-16

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  Khosla Ventures Seed B, LP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  889,783(2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  889,783(2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  889,783(2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  1.4%(3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

This statement on Schedule 13G is filed by Khosla Ventures Seed B, LP (“Seed B”), Khosla Ventures Seed B (CF), LP (“Seed B (CF)”) , Khosla Ventures Seed Associates B, LLC (“Seed B Associates”), Khosla Ventures V, LP (“KV V”), Khosla Ventures Associates V, LLC (“KVA V”), VK Services, LLC (“VK Services”) and Vinod Khosla (“Khosla,” together with Seed B, Seed B (CF), Seed B Associates, KV V, KVA V and VK Services collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares are owned by Seed B. The general partner of Seed B is Seed B Associates. VK Services is the sole manager of Seed B Associates. Khosla is the managing member of VK Services. Each of Khosla, VK Services and Seed B Associates possesses power to direct the voting and disposition of the shares owned by Seed B, and each of Seed B Associates, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares.

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Issuer’s Rule 424(b)(4) prospectus as filed with the Securities and Exchange Commission on December 16, 2020 (the “Prospectus”).

  NAMES OF REPORTING PERSONS

  Khosla Ventures Seed B (CF), LP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  50,508(2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  50,508(2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  50,508(2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  0.1%(3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares are owned by Seed B (CF). The general partner of Seed B (CF) is Seed B Associates. VK Services is the sole manager of Seed B Associates. Khosla is the managing member of VK Services. Each of Khosla, VK Services and Seed B Associates possesses power to direct the voting and disposition of the shares owned by Seed B (CF), and each of Seed B Associates, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares.

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Prospectus.

  NAMES OF REPORTING PERSONS

  Khosla Ventures Seed Associates B, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  940,291(2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  940,291(2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  940,291(2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  1.5% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares beneficially owned by Seed B Associates are comprised of Common Stock held by Seed B and Seed B (CF). The general partner of Seed B and Seed B (CF) is Seed B Associates. VK Services is the sole manager of Seed B Associates. Khosla is the managing member of VK Services. Each of Khosla, VK Services and Seed B Associates possesses power to direct the voting and disposition of the shares owned by Seed B and Seed B (CF), and each of Seed B Associates, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. Seed B Associates holds no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Prospectus.

  NAMES OF REPORTING PERSONS

  Khosla Ventures V, LP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  4,308,297(2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  4,308,297(2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,308,297(2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  6.8%(3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares are owned by KV V. The general partner of KV V is KVA V. VK Services is the sole manager of KVA V. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVA V possesses power to direct the voting and disposition of the shares owned by KV V, and each of Khosla, VK Services and KVA V may be deemed to have indirect beneficial ownership of such shares.

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Prospectus.

  NAMES OF REPORTING PERSONS

  Khosla Ventures Associates V, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  4,308,297(2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  4,308,297(2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,308,297(2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  6.8% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares beneficially owned by KVA V are comprised of Common Stock held by KV V. The general partner of KV V is KVA V. VK Services is the sole manager of KVA V. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVA V possesses power to direct the voting and disposition of the shares owned by KV V, and each of Khosla, VK Services and KVA V may be deemed to have indirect beneficial ownership of such shares. KVA V holds no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Prospectus.

  NAMES OF REPORTING PERSONS

  VK Services, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  5,248,588(2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  5,248,588(2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,248,588(2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  8.3%(3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares beneficially owned by VK Services are comprised of Common Stock held by Seed B, Seed B (CF) and KV V. The general partner of Seed B and Seed B (CF) is Seed B Associates. The general partner of KV V is KVA V. VK Services is the sole manager of Seed B Associates and KVA V. Khosla is the managing member of VK Services. Each of Khosla, VK Services and Seed B Associates possesses power to direct the voting and disposition of the shares owned by Seed B and Seed B (CF), and each of Seed B Associates, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. Each of Khosla, VK Services and KVA V possesses power to direct the voting and disposition of the shares owned by KV V, and each of Khosla, VK Services and KVA V may be deemed to have indirect beneficial ownership of such shares.VK Services holds no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Prospectus.

  NAMES OF REPORTING PERSONS

  Vinod Khosla

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  5,248,588(2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  5,248,588(2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,248,588(2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  8.3%(3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares beneficially owned by Khosla are comprised of Common Stock held by Seed B, Seed B (CF) and KV V. The general partner of Seed B and Seed B (CF) is Seed B Associates. The general partner of KV V is KVA V. VK Services is the sole manager of Seed B Associates and KVA V. Khosla is the managing member of VK Services. Each of Khosla, VK Services and Seed B Associates possesses power to direct the voting and disposition of the shares owned by Seed B and Seed B (CF), and each of Seed B Associates, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. Each of Khosla, VK Services and KVA V possesses power to direct the voting and disposition of the shares owned by KV V, and each of Khosla, VK Services and KVA V may be deemed to have indirect beneficial ownership of such shares. Khosla holds no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Prospectus.

Name of Issuer:

Address of Issuer’s Principal Executive Officers:

Name of Person(s) Filing:

Address of Principal Business Office:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Amount Beneficially Owned: 5,248,588

Percent of Class: 8.3%

Number of shares as to which such persons have:

Shares Held

Directly

Sole

Voting

Power

Shared

Voting

Power (1)

Sole

Dispositive

Power

Shared

Dispositive

Power (1)

Beneficial

Ownership(1)

Percentage

of Class (1, 3)

Seed B (2)

Seed B (CF) (2)

Seed B Associates (2)

KV V (2)

KVA V (2)

VK Services (2)

Khosla (2)

Represents the number of shares of Common Stock and the number of shares of Common Stock issuable upon exercise of options, warrants and other convertible securities that are exercisable within 60 days of the date of this statement on Schedule 13G (“Securities”) currently beneficially owned by the Reporting Persons.

The general partner of Seed B and Seed B (CF) is Seed B Associates. The general partner of KV V is KVA V. VK Services is the sole manager of Seed B Associates and KVA V. Khosla is the managing member of VK Services. Each of Khosla, VK Services and Seed B Associates possesses power to direct the voting and disposition of the shares owned by Seed B and Seed B (CF), and each of Seed B Associates, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. Each of Khosla, VK Services and KVA V possesses power to direct the voting and disposition of the shares owned by KV V, and each of Khosla, VK Services and KVA V may be deemed to have indirect beneficial ownership of such shares. Seed B Associates, KVA V, VK Services and Khosla hold no Securities of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Prospectus.

Ownership of Five Percent or Less of a Class:

Ownership of More Than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certification:

/s/ Vinod Khosla

/s/ Vinod Khosla

/s/ Vinod Khosla

/s/ Vinod Khosla

/s/ Vinod Khosla

/s/ Vinod Khosla

/s/ Vinod Khosla