Sec Form 4 Filing - Loeb Daniel S @ Upstart Holdings, Inc. - 2020-12-18

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 Loeb Daniel S 2. Issuer Name and Ticker or Trading Symbol Upstart Holdings, Inc. [ UPST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Footnote 1 (Last) (First) (Middle) 55 HUDSON YARDS 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2020 (Street) NEW YORK, NY10001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 12/18/2020 C 6,945,796 A 6,945,796 I By Third Point Ventures, LLC. ( 1 ) ( 2 ) Common Stock 12/18/2020 C 5,235,426 A 12,181,222 I By Third Point Ventures, LLC. ( 1 ) ( 2 ) Common Stock 12/18/2020 P 1,200,000 A $ 20 13,381,222 I By Third Point Ventures, LLC. ( 1 ) ( 3 )

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 C Convertible Preferred Stock ( 2 ) 12/18/2020 C 6,945,796 ( 2 ) ( 2 ) Common Stock 6,945,796 $ 0 0 I By Third Point Ventures, LLC. ( 1 ) ( 2 ) Series C-1 Convertible Preferred Stock (Common Stock) ( 2 ) 12/18/2020 C 5,235,426 ( 2 ) ( 2 ) Common Stock 5,235,426 $ 0 0 I By Third Point Ventures, LLC. ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Loeb Daniel S 55 HUDSON YARDS NEW YORK, NY10001 X See Footnote 1 Third Point LLC 55 HUDSON YARDS NEW YORK, NY10001 X See Footnote 1 Signatures DANIEL S. LOEB, /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb 12/22/2020 Signature of Reporting Person Date THIRD POINT LLC, /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point 12/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities of the Issuer set forth herein are directly beneficially owned by Third Point Ventures, LLC ("Third Point Ventures"). Third Point Ventures is an affiliate of Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by Third Point Ventures. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. ( 2 )In connection with the Issuer's initial public offering of Common Stock, par value $0.0001 per share (the "Common Stock"), each share of the Issuer's Series C Convertible Preferred Stock and Series C-1 Convertible Preferred Stock held by Third Point Ventures was automatically converted into one share of Common Stock immediately prior to the consummation of the Issuer's initial public offering. ( 3 )In connection with the Issuer's initial public offering of Common Stock, Third Point Ventures purchased additional shares of Common Stock from the underwriters at the initial public offering price as set forth herein.

Remarks: The Power of Attorney granted by Daniel S. Loeb in favor of James P. Gallagher, William Song and Joshua L. Targoff, dated February 9, 2011, was previously filed with the SEC on February 11, 2011 as Exhibit 99.2 to Schedule 13G filed by Third Point LLC and Daniel S. Loeb with respect to Citadel Broadcasting Corporation and is incorporated herein by reference.

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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