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Form 4 Upstart Holdings, Inc. For: Dec 01 Filed by: Girouard Dave

December 3, 2021 9:13 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Girouard Dave

(Last) (First) (Middle)
C/O UPSTART HOLDINGS, INC.
2950 S. DELAWARE STREET, SUITE 300

(Street)
SAN MATEO CA 94403

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Upstart Holdings, Inc. [ UPST ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/01/2021   S (1)   508 D $ 196.7538 (2) 573,072 (3) I See Footnote (4)
Common Stock 12/01/2021   S (1)   512 D $ 198.9381 (5) 572,560 I See Footnote (4)
Common Stock 12/01/2021   S (1)   612 D $ 199.9191 (6) 571,948 I See Footnote (4)
Common Stock 12/01/2021   S (1)   740 D $ 201.2266 (7) 571,208 I See Footnote (4)
Common Stock 12/01/2021   S (1)   1,276 D $ 202.005 (8) 569,932 I See Footnote (4)
Common Stock 12/01/2021   S (1)   188 D $ 203.11 569,744 I See Footnote (4)
Common Stock 12/01/2021   S (1)   633 D $ 204.2335 (9) 569,111 I See Footnote (4)
Common Stock 12/01/2021   S (1)   1,076 D $ 205.5627 (10) 568,035 I See Footnote (4)
Common Stock 12/01/2021   S (1)   424 D $ 206.4121 (11) 567,611 I See Footnote (4)
Common Stock 12/01/2021   S (1)   280 D $ 207.8343 (12) 567,331 I See Footnote (4)
Common Stock 12/01/2021   S (13)   359 D $ 196.66 573,221 (14) I See Footnote (15)
Common Stock 12/01/2021   S (13)   614 D $ 198.4351 (16) 572,607 I See Footnote (15)
Common Stock 12/01/2021   S (13)   482 D $ 199.4117 (17) 572,125 I See Footnote (15)
Common Stock 12/01/2021   S (13)   595 D $ 200.6314 (18) 571,530 I See Footnote (15)
Common Stock 12/01/2021   S (13)   1,636 D $ 201.8118 (19) 569,894 I See Footnote (15)
Common Stock 12/01/2021   S (13)   186 D $ 202.56 569,708 I See Footnote (15)
Common Stock 12/01/2021   S (13)   759 D $ 204.4869 (20) 568,949 I See Footnote (15)
Common Stock 12/01/2021   S (13)   1,064 D $ 206.0147 (21) 567,885 I See Footnote (15)
Common Stock 12/01/2021   S (13)   384 D $ 206.9408 (22) 567,501 I See Footnote (15)
Common Stock 12/01/2021   S (13)   170 D $ 207.97 567,331 I See Footnote (15)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 28, 2021 by the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020 (the "JRG Trust").
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.425 to $197.385. 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 footnote (2), footnotes (5) through (12), and footnotes (16) through (22) to this Form 4.
3. The number of shares held reflects the transfer of 407,673 shares from Tristen Baird Willard, as trustee of the JRG Trust, to David J. Girouard, as trustee of the Girouard 2020 GRAT, dated October 19, 2020 (the "2020 GRAT").
4. These shares are held by the JRG Trust.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.37 to $199.34.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.565 to $200.335.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.67 to $201.66.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.67 to $202.50.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.17 to $205.005.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.22 to $206.09.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.29 to $206.79.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.59 to $207.97.
13. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 28, 2021 by the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020 ("the TMG Trust").
14. The number of shares held reflects the transfer of 407,673 shares from Tristen Baird Willard, as trustee of the TMG Trust, to the 2020 GRAT.
15. These shares are held by the TMG Trust.
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.02 to $198.88.
17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.13 to $199.62.
18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.29 to $200.95.
19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.49 to $202.07.
20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.24 to $205.22.
21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.54 to $206.29.
22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.67 to $207.59.
Remarks:
Due to a 30 line item limitation in Table I, this is the second of two Forms 4 filed by Dave Girouard.
/s/ Christopher Ing, by power of attorney 12/03/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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