| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | UPST | Common Stock | Gift | $0 | -101K | -1.1% | $0.00 | 9.12M | Nov 30, 2021 | Indirect | F1, F2 |
| transaction | UPST | Common Stock | Sale | -$584K | -3.3K | -1.85% | $177.36* | 175K | Dec 1, 2021 | Direct | F3, F4, F5, F6 |
| transaction | UPST | Common Stock | Sale | -$1.43M | -7.99K | -4.57% | $178.67* | 167K | Dec 1, 2021 | Direct | F3, F5, F7 |
| transaction | UPST | Common Stock | Sale | -$482K | -2.69K | -1.61% | $179.10* | 164K | Dec 1, 2021 | Direct | F3, F5, F8 |
| transaction | UPST | Common Stock | Sale | -$195K | -1.08K | -0.66% | $180.92* | 163K | Dec 1, 2021 | Direct | F3, F5, F9 |
| transaction | UPST | Common Stock | Sale | -$169K | -928 | -0.57% | $182.30* | 162K | Dec 1, 2021 | Direct | F3, F5, F10 |
| transaction | UPST | Common Stock | Sale | -$272K | -1.48K | -0.91% | $184.04* | 161K | Dec 1, 2021 | Direct | F3, F5, F11 |
| transaction | UPST | Common Stock | Sale | -$1.57M | -8.5K | -5.28% | $185.28* | 152K | Dec 1, 2021 | Direct | F3, F5, F12 |
| transaction | UPST | Common Stock | Sale | -$980K | -5.26K | -3.45% | $186.33* | 147K | Dec 1, 2021 | Direct | F3, F5, F13 |
| transaction | UPST | Common Stock | Sale | -$746K | -3.98K | -2.71% | $187.31* | 143K | Dec 1, 2021 | Direct | F3, F5, F14 |
| transaction | UPST | Common Stock | Sale | -$624K | -3.31K | -2.31% | $188.48* | 140K | Dec 1, 2021 | Direct | F3, F5, F15 |
| transaction | UPST | Common Stock | Sale | -$429K | -2.27K | -1.62% | $189.31* | 138K | Dec 1, 2021 | Direct | F3, F5, F16 |
| transaction | UPST | Common Stock | Sale | -$215K | -1.13K | -0.82% | $190.64* | 136K | Dec 1, 2021 | Direct | F3, F5, F17 |
| transaction | UPST | Common Stock | Sale | -$654K | -3.41K | -2.5% | $192.05* | 133K | Dec 1, 2021 | Direct | F3, F5, F18 |
| transaction | UPST | Common Stock | Sale | -$888K | -4.59K | -3.45% | $193.24* | 128K | Dec 1, 2021 | Direct | F3, F5, F19 |
| transaction | UPST | Common Stock | Sale | -$694K | -3.57K | -2.78% | $194.34* | 125K | Dec 1, 2021 | Direct | F3, F5, F20 |
| transaction | UPST | Common Stock | Sale | -$563K | -2.88K | -2.31% | $195.54* | 122K | Dec 1, 2021 | Direct | F3, F5, F21 |
| transaction | UPST | Common Stock | Sale | -$1.56M | -7.95K | -6.52% | $196.55* | 114K | Dec 1, 2021 | Direct | F3, F5, F22 |
| transaction | UPST | Common Stock | Sale | -$1.31M | -6.62K | -5.8% | $197.68* | 107K | Dec 1, 2021 | Direct | F3, F5, F23 |
| transaction | UPST | Common Stock | Sale | -$1.7M | -8.56K | -7.97% | $198.69* | 98.8K | Dec 1, 2021 | Direct | F3, F5, F24 |
| transaction | UPST | Common Stock | Sale | -$1.71M | -8.56K | -8.66% | $199.67* | 90.3K | Dec 1, 2021 | Direct | F3, F5, F25 |
| transaction | UPST | Common Stock | Sale | -$1.58M | -7.87K | -8.71% | $200.68* | 82.4K | Dec 1, 2021 | Direct | F3, F5, F26 |
| transaction | UPST | Common Stock | Sale | -$3.19M | -15.8K | -19.19% | $201.78* | 66.6K | Dec 1, 2021 | Direct | F3, F5, F27 |
| transaction | UPST | Common Stock | Sale | -$977K | -4.82K | -7.24% | $202.64* | 61.8K | Dec 1, 2021 | Direct | F3, F5, F28 |
| transaction | UPST | Common Stock | Sale | -$485K | -2.38K | -3.85% | $204.15* | 59.4K | Dec 1, 2021 | Direct | F3, F5, F29 |
| transaction | UPST | Common Stock | Sale | -$549K | -2.67K | -4.5% | $205.44* | 56.7K | Dec 1, 2021 | Direct | F3, F5, F30 |
| transaction | UPST | Common Stock | Sale | -$486K | -2.36K | -4.16% | $206.25* | 54.4K | Dec 1, 2021 | Direct | F3, F5, F31 |
| transaction | UPST | Common Stock | Sale | -$219K | -1.05K | -1.94% | $207.72* | 53.3K | Dec 1, 2021 | Direct | F3, F5, F32 |
| holding | UPST | Common Stock | 1.02M | Dec 1, 2021 | See Footnote | F33 | |||||
| holding | UPST | Common Stock | 8.99M | Dec 1, 2021 | Indirect | F6, F34 |
| Id | Content |
|---|---|
| F1 | These shares are held by the 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee (the "Girouard Revocable Trust"). |
| F2 | 101,270 shares were gifted from the Girouard Revocable Trust. |
| F3 | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2021. |
| F4 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.985 to $177.95. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) and footnotes (7) through (32) to this Form 4. |
| F5 | Certain of these securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions of each RSU. |
| F6 | Immediately prior to the sale by the Reporting Person of an aggregate of 125,000 shares of Common Stock, the Girouard Revocable Trust transferred 125,000 shares of Common Stock to the Reporting Person. |
| F7 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.005 to $179.00. |
| F8 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.005 to $179.501. |
| F9 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.76 to $181.15. |
| F10 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.15 to $182.43. |
| F11 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.56 to $184.54. |
| F12 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.75 to $185.74. |
| F13 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.77 to $186.74. |
| F14 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.80 to $187.77. |
| F15 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.88 to $188.83. |
| F16 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.04 to $189.84. |
| F17 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.46 to $190.82. |
| F18 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.76 to $192.52. |
| F19 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.82 to $193.76. |
| F20 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.90 to $194.87. |
| F21 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.99 to $195.91. |
| F22 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.18 to $197.175. |
| F23 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.20 to $198.19. |
| F24 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.20 to $199.18. |
| F25 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.22 to $200.195. |
| F26 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.235 to $201.10. |
| F27 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.265 to $202.19. |
| F28 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.275 to $203.21. |
| F29 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.51 to $204.39. |
| F30 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.885. to $205.855. |
| F31 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.89 to $206.79. |
| F32 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.07 to $207.97. |
| F33 | These shares are held by David J. Girouard, as trustee of the Girouard 2020 GRAT, dated October 19, 2020 (the "2020 GRAT"). The number of shares held reflects the transfer to the 2020 GRAT of (i) 407,673 shares from the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020, and (ii) 407,673 shares from the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020. |
| F34 | These shares are held by the Girouard Revocable Trust. |
Due to a 30 line item limitation in Table I, this is the first of two Forms 4 filed by Dave Girouard