Sec Form 3 Filing - Schwartz Robert S @ Upstart Holdings, Inc. - 2020-12-15

Insider filing report for Changes in Beneficial Ownership
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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
Schwartz Robert S
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)
(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
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schwartz Robert S
C/O UPSTART HOLDINGS, INC.
2950 S. DELAWARE STREET, SUITE 300
SAN MATEO, CA94403
X
Signatures
/s/ William Song, as Attorney-in-Fact for ROBERT S. SCHWARTZ 12/15/2020
Signature of Reporting Person Date
Explanation of Responses:

Remarks:
The Power of Attorney granted by Robert S. Schwartz in favor of William Song and Joshua L. Targoff, dated April 23, 2015, was previously filed with the SEC on April 23, 2015 as Exhibit 99.1 to the Form 3 filed by Robert S. Schwartz with respect to Apigee Corporation and is incorporated herein by reference.Explanation of Responses:Mr. Schwartz serves as a member of the board of the directors of the Issuer and is a managing partner of Third Point Ventures LLC ("Third Point Ventures"), an affiliate of Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point (together with Third Point, the "Third Point Parties"). Third Point acts as the investment manager to Third Point Ventures, a direct beneficial owner of securities of the Issuer. Mr. Schwartz may be deemed to be a member of a "group" with the Third Point Parties within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Mr. Schwartz hereby disclaims beneficial ownership of any securities beneficially owned by Third Point Ventures or any of the Third Point Parties, except to the extent of any indirect pecuniary interest therein. The Third Point Parties have filed a separate Form 3 disclosing their holdings of securities of the Issuer.

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