Dave Girouard - Feb 21, 2023 Form 4 Insider Report for Upstart Holdings, Inc. (UPST)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Christopher Ing, by power of attorney
Stock symbol
UPST
Transactions as of
Feb 21, 2023
Transactions value $
-$73,436
Form type
4
Date filed
2/23/2023, 04:07 PM
Previous filing
May 4, 2022
Next filing
Mar 21, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPST Common Stock Sale -$73.4K -4.05K -4.65% $18.14 83.1K Feb 21, 2023 Direct F1, F2, F3, F4
holding UPST Common Stock 8.34M Feb 21, 2023 See Footnote F5, F6, F7, F8
holding UPST Common Stock 1M Feb 21, 2023 See Footnote F5, F9
holding UPST Common Stock 252K Feb 21, 2023 See Footnote F7, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs).
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.31. 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.
F3 The number of shares held (i) includes 40 shares of Common Stock received pursuant to a pro rata distribution in April 2022 from Kleiner Perkins Caufield & Byers XV, LLC, of which theReporting Person is a member, and which acquisition was exempt pursuant to Rule 16a-9, and (ii)reflects the transfer, in April 2022, of 40 shares of Common Stock from the Reporting Person to the 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee (the"Girouard Revocable Trust").
F4 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.
F5 The number of shares held reflects the transfer, on May 23, 2022, of 1,000,000 shares of common stock from the Girouard Revocable Trust, to the DTG GRAT LLC. dated May 23 2022, for which the reporting person serves as manager (the "DTG GRAT").
F6 The number of shares held reflects the transfer, in April of 2022, of 40 shares of Common Stock from the Reporting Person to the Girouard Revocable Trust.
F7 The number of shares held reflects the transfer, on February 3, 2022, of 698,475 shares of Common Stock from David J. Girouard, as trustee of the Girouard 2020 GRAT dated October 19, 2020 (the "2020 GRAT"), to the Girouard Revocable Trust.
F8 These shares are held by the Girouard Revocable Trust.
F9 These shares are held by the DTG GRAT.
F10 These shares are held by the 2020 GRAT.