Daniel S. Loeb - 03 Dec 2021 Form 4 Insider Report for Upstart Holdings, Inc. (UPST)

Footnote F1

The shares of Common Stock, par value $0.0001 per share of the Issuer (the "Common Stock") set forth herein are held by or on behalf of certain funds (the "Funds") managed or advised by Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by the Funds. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein.

Footnote F2

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.785 to $168.78, inclusive. The Reporting Persons undertake 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 this footnote 2 to this Form 4.

Footnote F3

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.85 to $169.72, inclusive. The Reporting Persons undertake 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 this footnote 3 to this Form 4.

Footnote F4

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.94 to $170.74, inclusive. The Reporting Persons undertake 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 this footnote 4 to this Form 4.

Footnote F5

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.80 to $171.77, inclusive. The Reporting Persons undertake 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 this footnote 5 to this Form 4.

Footnote F6

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.825 to $171.88, inclusive. The Reporting Persons undertake 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 this footnote 6 to this Form 4.

Footnote F7

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.005 to $173.75, inclusive. The Reporting Persons undertake 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 this footnote 7 to this Form 4.

Footnote F8

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.79 to $174.72, inclusive. The Reporting Persons undertake 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 this footnote 8 to this Form 4.

Footnote F9

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.14 to $175.42, inclusive. The Reporting Persons undertake 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 this footnote 9 to this Form 4.

Footnote F10

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.83 to $176.78, inclusive. The Reporting Persons undertake 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 this footnote 10 to this Form 4.

Footnote F11

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.79 to $177.78, inclusive. The Reporting Persons undertake 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 this footnote 11 to this Form 4.

Footnote F12

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.79 to $178.75, inclusive. The Reporting Persons undertake 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 this footnote 12 to this Form 4.

Footnote F13

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.79 to $179.78, inclusive. The Reporting Persons undertake 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 this footnote 13 to this Form 4.

Footnote F14

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.79 to $180.67, inclusive. The Reporting Persons undertake 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 this footnote 14 to this Form 4.

Footnote F15

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.08 to $181.78, inclusive. The Reporting Persons undertake 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 this footnote 15 to this Form 4.

Footnote F16

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.79 to $182.05, inclusive. The Reporting Persons undertake 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 this footnote 16 to this Form 4.

Footnote F17

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.00 to $183.77, inclusive. The Reporting Persons undertake 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 this footnote 17 to this Form 4.

Footnote F18

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.83 to $184.74, inclusive. The Reporting Persons undertake 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 this footnote 18 to this Form 4.

Footnote F19

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.675 to $186.75, inclusive. The Reporting Persons undertake 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 this footnote 19 to this Form 4.

Footnote F20

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.82 to $187.75, inclusive. The Reporting Persons undertake 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 this footnote 20 to this Form 4.

Footnote F21

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.87 to $188.75, inclusive. The Reporting Persons undertake 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 this footnote 21 to this Form 4.

Footnote F22

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.81 to $189.625, inclusive. The Reporting Persons undertake 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 this footnote 22 to this Form 4.

Footnote F23

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.805 to $190.57, inclusive. The Reporting Persons undertake 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 this footnote 23 to this Form 4.

Footnote F24

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.985 to $191.38, inclusive. The Reporting Persons undertake 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 this footnote 24 to this Form 4.