Natalia Mirgorodskaya - Aug 22, 2023 Form 4 Insider Report for Upstart Holdings, Inc. (UPST)

Signature
/s/ Christopher Ing, by power of attorney
Stock symbol
UPST
Transactions as of
Aug 22, 2023
Transactions value $
-$70,788
Form type
4
Date filed
8/24/2023, 07:03 PM
Previous filing
Jul 21, 2023
Next filing
Aug 31, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPST Common Stock Sale -$22.6K -692 -1.75% $32.61 38.8K Aug 22, 2023 Direct F1, F2, F3, F4
transaction UPST Common Stock Sale -$1.33K -40 -0.1% $33.22 38.7K Aug 22, 2023 Direct F1, F5
transaction UPST Common Stock Sale -$46.9K -1.42K -3.67% $33.00 37.3K Aug 24, 2023 Direct F6
* 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 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 $32.21 to $33.12. 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 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.
F4 Includes 1 share acquired on August 15, 2023 under the Issuer's 2020 Employee Stock Purchase Plan.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.21 to $33.22. 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.
F6 The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 29, 2022.