Sec Form 3 Filing - Girouard Dave @ Upstart Holdings, Inc. - 2020-12-15

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 X __ 10% Owner X __ 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 (MM/DD/YY) 12/15/2020 (Street) SAN MATEO, CA94403 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/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 (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 9,800,000 I See Footnote ( 1 ) Common Stock 200,000 I See Footnote ( 2 ) Common Stock 1,000,000 I See Footnote ( 3 ) Common Stock 1,000,000 I See Footnote ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Series B Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 385,383 I See Footnote ( 1 ) Series C-1 Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 407,457 I See Footnote ( 1 ) Employee Stock Option (Right to buy) $ 0.83 ( 6 ) 09/20/2026 Common Stock 1,251,745 D Employee Stock Option (Right to buy) $ 18.44 ( 7 ) 11/06/2030 Common Stock 550,000 D

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 Christopher Ing, by power of attorney 12/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are held by 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee. ( 2 )These shares are held by David J. Girouard, as trustee of the Girouard 2020 GRAT, dated October 19, 2020. ( 3 )These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020. ( 4 )These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020. ( 5 )The Series B Preferred Stock and Series C-1 Preferred Stock shall automatically convert into Common Stock on a 1:1 basis upon completion of the Issuer's initial public offering of Common Stock and has no expiration date. ( 6 )All of the shares subject to this option are fully vested and exercisable as of the date hereof. ( 7 )One twenty-eighth of the shares subject to the option vested on October 1, 2020 and one twenty-eighth of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.

Remarks: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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