Natalia Mirgorodskaya - Feb 29, 2024 Form 4 Insider Report for Upstart Holdings, Inc. (UPST)

Role
Corporate Controller
Signature
/s/ Cynthia Moon, by power of attorney
Stock symbol
UPST
Transactions as of
Feb 29, 2024
Transactions value $
-$62,615
Form type
4
Date filed
3/4/2024, 06:10 PM
Previous filing
Feb 27, 2024
Next filing
May 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPST Common Stock Award $0 +919 +3.25% $0.00 29.2K Feb 29, 2024 Direct F1, F2
transaction UPST Common Stock Options Exercise $1.08K +2.5K +8.57% $0.43* 31.7K Mar 1, 2024 Direct F3
transaction UPST Common Stock Sale -$63.7K -2.5K -7.9% $25.48 29.2K Mar 1, 2024 Direct F3, F4

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 +582 $0.00 582 Feb 29, 2024 Common Stock 582 $25.75 Direct F5
transaction UPST Employee Stock Option (Right to buy) Options Exercise $0 -2.5K -35.71% $0.00 4.5K Mar 1, 2024 Common Stock 2.5K $0.43 Direct F3, 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 securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock. 1/4th of the RSUs shall vest on November 20, 2024 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 May 31, 2023.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.225 to $25.81. 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.
F5 1/12th of the shares subject to the option shall vest on September 20, 2024 and each successive one-month period thereafter, subject to the Reporting Person continuing as a service provider through each such date.
F6 All of the shares subject to this option are fully vested and exercisable as of the date hereof.