Scott Darling - 19 Aug 2024 Form 4 Insider Report for Upstart Holdings, Inc. (UPST)

Role
Chief Legal Officer
Signature
/s/ Cynthia Moon, by power of attorney
Issuer symbol
UPST
Transactions as of
19 Aug 2024
Net transactions value
-$1,038,490
Form type
4
Filing time
21 Aug 2024, 18:03:13 UTC
Previous filing
09 Aug 2024
Next filing
27 Aug 2024
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 $198,300 +15,000 +7.8% $13.22 208,060 19 Aug 2024 Direct F1, F2, F3
transaction UPST Common Stock Sale $600,036 -15,000 -7.2% $40.00 193,060 19 Aug 2024 Direct F1, F4
transaction UPST Common Stock Sale $360,000 -9,000 -4.7% $40.00 184,060 19 Aug 2024 Direct F1
transaction UPST Common Stock Sale $22,771 -567 -0.31% $40.16 183,493 20 Aug 2024 Direct F1, F5
transaction UPST Common Stock Sale $249,310 -6,503 -3.5% $38.34 176,990 20 Aug 2024 Direct F6, F7
transaction UPST Common Stock Sale $4,673 -120 -0.07% $38.94 176,870 20 Aug 2024 Direct F6, F8

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 -15,000 -3.7% $0.000000 392,110 19 Aug 2024 Common Stock 15,000 $13.22 Direct F1, F9
* 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 The option exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 29, 2024.
F2 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.
F3 Includes 567 shares acquired on August 15, 2024 under the Issuer's 2020 Employee Stock Purchase Plan.
F4 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 $40.0125. 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 within the ranges set forth in footnotes (5) through (7) to this Form 4.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.15 to $40.17.
F6 These shares were sold to cover tax withholding obligations in connection with the vesting of RSUs.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.92 to $38.91.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.93 to $38.955.
F9 1/48th of the shares subject to the option shall vest on January 20, 2023 and at the end of each successive one-month period thereafter, subject to the Reporting Person continuing as a service provider through each such date.