Alison Nicoll - 13 May 2022 Form 4 Insider Report for Upstart Holdings, Inc. (UPST)

Role: General Counsel and Secretary
Signature: /s/ Christopher Ing, by power of attorney
Issuer symbol: UPST
Transactions as of: 13 May 2022
Net transactions value: +$247,510
Form type: 4
Filing time: 17 May 2022, 20:06:43 UTC
Previous filing: 06 May 2022
Next filing: 19 May 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPST	Common Stock	Options Exercise	$128,892	+59,950	+32%	$2.15^*	246,317	13 May 2022	Direct	F1
transaction	UPST	Common Stock	Options Exercise	$66,481	+17,495	+7.1%	$3.80^*	263,812	13 May 2022	Direct
transaction	UPST	Common Stock	Options Exercise	$11,981	+3,153	+1.2%	$3.80^*	266,965	13 May 2022	Direct
transaction	UPST	Common Stock	Options Exercise	$63,847	+7,190	+2.7%	$8.88	274,155	13 May 2022	Direct
transaction	UPST	Common Stock	Options Exercise	$360	+600	+0.22%	$0.6000^*	274,755	16 May 2022	Direct	F2
transaction	UPST	Common Stock	Sale	$24,052	-600	-0.22%	$40.09	274,155	16 May 2022	Direct	F2, F3

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)	Options Exercise	$0	-59,950	-100%	$0.000000^*	0	13 May 2022	Common Stock	59,950	$2.15	Direct	F4
transaction	UPST	Employee Stock Option (Right to buy)	Options Exercise	$0	-17,495	-17%	$0.000000	82,505	13 May 2022	Common Stock	17,495	$3.80	Direct	F4
transaction	UPST	Employee Stock Option (Right to buy)	Options Exercise	$0	-3,153	-13%	$0.000000	21,847	13 May 2022	Common Stock	3,153	$3.80	Direct	F4
transaction	UPST	Employee Stock Option (Right to buy)	Options Exercise	$0	-7,190	-5.8%	$0.000000	117,810	13 May 2022	Common Stock	7,190	$8.88	Direct	F5
transaction	UPST	Employee Stock Option (Right to buy)	Options Exercise	$0	-600	-1.3%	$0.000000	44,400	16 May 2022	Common Stock	600	$0.6000	Direct	F2, F4

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

Explanation of Responses:

Id	Content
F1	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.
F2	This option exercise and the sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 25, 2021.
F3	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.22. 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.
F4	All of the shares subject to this option are fully vested and exercisable as of the date hereof.
F5	This option, originally for 125,000 shares, of which 7,190 shares have been exercised, vested as to one-twelfth of the shares on February 1, 2022 and one-twelfth of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.