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

Role: Corporate Controller
Signature: /s/ Emily Baumbach, by power of attorney
Stock symbol: UPST
Transactions as of: Feb 20, 2022
Transactions value $: -$24,270
Form type: 4
Date filed: 2/23/2022, 07:46 PM
Previous filing: Nov 30, 2021
Next filing: May 26, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPST	Common Stock	Award	$0	+1.34K	+5.89%	$0.00	24K	Feb 20, 2022	Direct	F1, F2, F3
transaction	UPST	Common Stock	Award	$0	+2.44K	+10.17%	$0.00	26.5K	Feb 20, 2022	Direct	F2, F4
transaction	UPST	Common Stock	Sale	-$24.3K	-208	-0.79%	$116.68	26.2K	Feb 23, 2022	Direct	F2, F5, F6

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	Employee Stock Option (Right to buy)	Award	$0	+979		$0.00	979	Feb 20, 2022	Common Stock	979	$130.05	Direct	F7
transaction	UPST	Employee Stock Option (Right to buy)	Award	$0	+1.79K		$0.00	1.79K	Feb 20, 2022	Common Stock	1.79K	$130.05	Direct	F8

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

Explanation of Responses:

Id	Content
F1	These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock. 1/11th of the RSUs shall vest on May 20, 2022 and at the end of each successive three-month period thereafter, subject to the Reporting Person continuing as a service provider through each such date.
F2	Certain of these securities are 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.
F3	Includes 210 shares acquired on February 15, 2022 under the Issuer's 2020 Employee Stock Purchase Plan.
F4	These securities are RSUs. Each RSU represents a contingent right to receive one share of Common Stock. 1/4th of the RSUs shall vest on February 20, 2025 and at the end of each successive three-month period thereafter, subject to the Reporting Person continuing as a service provider through each such date.
F5	These shares were sold to cover tax withholding obligations in connection with the vesting of RSUs.
F6	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.54 to $116.70. 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.
F7	1/33rd of the shares subject to the option shall vest on March 20, 2022 and at the end of each successive one-month period thereafter, subject to the Reporting Person continuing as a service provider througheach such date.
F8	1/12th of the shares subject to the option shall vest on December 20, 2024 and at the end of each successive one-month period thereafter, subject to the Reporting Person continuing as a service provider through each such date.