Dave Girouard - Dec 16, 2024 Form 4 Insider Report for Upstart Holdings, Inc. (UPST)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Gabrielle Brown, by power of attorney
Stock symbol
UPST
Transactions as of
Dec 16, 2024
Transactions value $
-$3,435,645
Form type
4
Date filed
12/18/2024, 04:15 PM
Previous filing
Nov 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPST Common Stock Options Exercise $34.6K +41.7K +72.92% $0.83 98.8K Dec 16, 2024 Direct F1, F2
transaction UPST Common Stock Sale -$276K -3.37K -3.41% $81.70 95.4K Dec 16, 2024 Direct F1, F2, F3
transaction UPST Common Stock Sale -$1.78M -21.4K -22.46% $83.01 74K Dec 16, 2024 Direct F1, F2, F4
transaction UPST Common Stock Sale -$1.18M -14.1K -19.09% $83.80 59.9K Dec 16, 2024 Direct F1, F2, F5
transaction UPST Common Stock Sale -$232K -2.74K -4.57% $84.70 57.1K Dec 16, 2024 Direct F1, F2, F6
holding UPST Common Stock 8.34M Dec 16, 2024 See Footnote F7
holding UPST Common Stock 1M Dec 16, 2024 See Footnote F8
holding UPST Common Stock 547K Dec 16, 2024 See Footnote F9
holding UPST Common Stock 547K Dec 16, 2024 See Footnote F10
holding UPST Common Stock 126K Dec 16, 2024 See Footnote F11
holding UPST Common Stock 126K Dec 16, 2024 See Footnote F12

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 -41.7K -3.57% $0.00 1.13M Dec 16, 2024 Common Stock 41.7K $0.83 Direct F1, F13
* 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 exercise and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 29, 2024.
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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.2650 to $82.20. 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 (3) through (6) to this Form 4.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.37 to $83.35.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.38 to $84.37.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.4150 to $85.00.
F7 These shares are held by 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee.
F8 These shares are held by David J Girouard, as trustee of the DTG GRAT LLC, dated May 23,2023.
F9 These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.
F10 These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.
F11 These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020.
F12 These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 NONEXEMPT GIFT TRUST, dated October 19, 2020.
F13 All of the shares subject to this option are fully vested and exercisable as of the date hereof.