Paul Gu - Feb 20, 2022 Form 4 Insider Report for Upstart Holdings, Inc. (UPST)

Role: SVP, Product and Data Science, Director
Signature: /s/ Emily Baumbach, by power of attorney
Stock symbol: UPST
Transactions as of: Feb 20, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/23/2022, 07:43 PM
Previous filing: Jan 6, 2022
Next filing: Mar 3, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	UPST	Performance-based Restricted Stock Unit	Award	$0	+688K		$0.00	688K	Feb 20, 2022	Common Stock	688K	$0.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These securities are performance-based restricted stock units (PRSUs). Each PRSU represents a contingent right to receive one share of common stock.
F2	The shares subject to the PRSUs are comprised of nine separate tranches that become eligible to vest upon achievement of certain Issuer stock price targets as measured on each of January 1, 2027, January 1, 2028 and January 1, 2029, provided that the Reporting Person satisfies the service-based condition through January 1, 2029, further subject to the award agreement filed with the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on February 23, 2022.

Content

These securities are performance-based restricted stock units (PRSUs). Each PRSU represents a contingent right to receive one share of common stock.

The shares subject to the PRSUs are comprised of nine separate tranches that become eligible to vest upon achievement of certain Issuer stock price targets as measured on each of January 1, 2027, January 1, 2028 and January 1, 2029, provided that the Reporting Person satisfies the service-based condition through January 1, 2029, further subject to the award agreement filed with the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on February 23, 2022.