Sanjay Datta - 17 Mar 2023 Form 4 Insider Report for Upstart Holdings, Inc. (UPST)

Role
Chief Financial Officer
Signature
/s/ Christopher Ing, by power of attorney
Issuer symbol
UPST
Transactions as of
17 Mar 2023
Net transactions value
-$92,704
Form type
4
Filing time
21 Mar 2023, 17:46:44 UTC
Previous filing
15 Mar 2023
Next filing
29 Mar 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPST Common Stock Award $0 +167,598 +60% $0.000000 448,268 17 Mar 2023 Direct F1, F2
transaction UPST Common Stock Options Exercise $4,320 +3,200 +0.71% $1.35* 451,468 20 Mar 2023 Direct F3
transaction UPST Common Stock Sale $48,512 -3,200 -0.71% $15.16 448,268 20 Mar 2023 Direct 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) Award $0 +318,436 $0.000000 318,436 17 Mar 2023 Common Stock 318,436 $15.23 Direct F4
transaction UPST Employee Stock Option (Right to buy) Options Exercise $48,512 -3,200 -7.2% $15.16 41,139 20 Mar 2023 Common Stock 3,200 $1.35 Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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. 1/16th of the RSUs shall vest on May 20, 2023 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 The option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 30, 2022.
F4 1/48th of the shares subject to the option shall vest on March 20, 2023 and each successive one-month period thereafter, subject to the Reporting Person continuing as a service provider through each such date.
F5 All of the shares subject to this option are fully vested and exercisable as of the date hereof.