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

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)
03/17/2023
(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.

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