Sec Form 4 Filing - Girouard Dave @ Upstart Holdings, Inc. - 2021-03-20

Insider filing report for Changes in Beneficial Ownership
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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
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)
03/20/2021
(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 03/20/2021 A 53,243 ( 1 ) A $ 0 53,243 ( 1 ) D
Common Stock 9,592,840 I See Footnote ( 2 )
Common Stock 200,000 I See Footnote ( 3 )
Common Stock 1,000,000 I See Footnote ( 4 )
Common Stock 1,000,000 I See Footnote ( 5 )
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
Employee Stock Option (Right to buy) $ 125.28 03/20/2021 A 106,486 ( 6 ) 03/20/2031 Common Stock 106,486 $ 0 106,486 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
/s/ Christopher Ing, by power of attorney 03/23/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock. 20% of the RSUs shall vest on February 20, 2023 and each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.
( 2 )These shares are held by 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee.
( 3 )These shares are held by David J. Girouard, as trustee of the Girouard 2020 GRAT, dated October 19, 2020.
( 4 )These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.
( 5 )These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.
( 6 )1/14th of the shares subject to the option shall vest on January 20, 2023 and each one-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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