Sec Form 4 Filing - Girouard Dave @ Upstart Holdings, Inc. - 2023-03-17

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 03/17/2023 (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 126,057 ( 1 ) I See Footnote ( 2 ) Common Stock 126,057 ( 3 ) I See Footnote ( 4 ) Common Stock 0 ( 5 ) I See Footnote ( 6 ) Common Stock 83,066 D Common Stock 8,342,701 I See Footnote ( 7 ) Common Stock 1,000,000 I See Footnote ( 8 ) Common Stock 546,501 I See Footnote ( 9 ) Common Stock 546,501 I See Footnote ( 10 )

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) $ 15.23 03/17/2023 A 806,704 ( 11 ) 03/17/2033 Common Stock 806,704 $ 0 806,704 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 03/21/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of shares held reflects the transfer, on March 2, 2023, of 126,057 shares of common stock from David J. Girouard, as trustee of the Girouard 2020 GRAT dated October 19, 2020 (the "2020 GRAT") to the TMG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020, for which Tristan Baird serves as trustee(the"TMG Nonexempt Gift Trust". ( 2 )These shares are held the TMG Nonexempt Gift Trust. ( 3 )The number of shares held reflects the transfer, on March 2, 2023, of 126,057 shares of common stock from the 2020 GRAT to the JRG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020, for which Tristan Baird serves as trustee (the JRG Nonexempt Gift Trust"). ( 4 )These shares are held by the JRG NONEXEMPT GIFT TRUST. ( 5 )The number of shares held reflects the transfer, on March 2, 2023, an aggregate of 252,114 shares of Common Stock from the "2020 GRAT", 126,057 shares to the TMG Nonexempt Gift Trust and 126,057 shares to the JRG Nonexempt Gift Trust. ( 6 )These shares are held by the 2020 GRAT. ( 7 )These shares are held by 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee. ( 8 )These shares are held by David J Girouard, as trustee of the DTG GRAT LLC, dated May 23,2023. ( 9 )These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020. ( 10 )These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020. ( 11 )1/48th of the shares subject to the option shall vest on March 20, 2023 and each successive one-month period 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.