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UPST Upstart

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Upstart Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

91680M 107

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 91680M 107  13G  Page 2 of 12 Pages

 

  1   

  NAMES OF REPORTING PERSONS

 

  Khosla Ventures Seed B, LP

  2 

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

 

  3 

  SEC USE ONLY

 

  4 

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  5    

  SOLE VOTING POWER

 

  0

  6  

  SHARED VOTING POWER

 

  889,783(2)

  7  

  SOLE DISPOSITIVE POWER

 

  0

  8  

  SHARED DISPOSITIVE POWER

 

  889,783(2)

  9   

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  889,783(2)

10 

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11 

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  1.4%(3)

12 

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN

 

(1)

This statement on Schedule 13G is filed by Khosla Ventures Seed B, LP (“Seed B”), Khosla Ventures Seed B (CF), LP (“Seed B (CF)”) , Khosla Ventures Seed Associates B, LLC (“Seed B Associates”), Khosla Ventures V, LP (“KV V”), Khosla Ventures Associates V, LLC (“KVA V”), VK Services, LLC (“VK Services”) and Vinod Khosla (“Khosla,” together with Seed B, Seed B (CF), Seed B Associates, KV V, KVA V and VK Services collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

All of the shares are owned by Seed B. The general partner of Seed B is Seed B Associates. VK Services is the sole manager of Seed B Associates. Khosla is the managing member of VK Services. Each of Khosla, VK Services and Seed B Associates possesses power to direct the voting and disposition of the shares owned by Seed B, and each of Seed B Associates, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares.

(3)

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Issuer’s Rule 424(b)(4) prospectus as filed with the Securities and Exchange Commission on December 16, 2020 (the “Prospectus”).


CUSIP No. 91680M 107  13G  Page 3 of 12 Pages

 

  1   

  NAMES OF REPORTING PERSONS

 

  Khosla Ventures Seed B (CF), LP

  2 

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

 

  3 

  SEC USE ONLY

 

  4 

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  5    

  SOLE VOTING POWER

 

  0

  6  

  SHARED VOTING POWER

 

  50,508(2)

  7  

  SOLE DISPOSITIVE POWER

 

  0

  8  

  SHARED DISPOSITIVE POWER

 

  50,508(2)

  9   

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  50,508(2)

10 

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11 

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  0.1%(3)

12 

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

All of the shares are owned by Seed B (CF). The general partner of Seed B (CF) is Seed B Associates. VK Services is the sole manager of Seed B Associates. Khosla is the managing member of VK Services. Each of Khosla, VK Services and Seed B Associates possesses power to direct the voting and disposition of the shares owned by Seed B (CF), and each of Seed B Associates, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares.

(3)

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Prospectus.


CUSIP No. 91680M 107  13G  Page 4 of 12 Pages

 

  1   

  NAMES OF REPORTING PERSONS

 

  Khosla Ventures Seed Associates B, LLC

  2 

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

 

  3 

  SEC USE ONLY

 

  4 

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  5    

  SOLE VOTING POWER

 

  0

  6  

  SHARED VOTING POWER

 

  940,291(2)

  7  

  SOLE DISPOSITIVE POWER

 

  0

  8  

  SHARED DISPOSITIVE POWER

 

  940,291(2)

  9   

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  940,291(2)

10 

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11 

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  1.5% (3)

12 

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

All of the shares beneficially owned by Seed B Associates are comprised of Common Stock held by Seed B and Seed B (CF). The general partner of Seed B and Seed B (CF) is Seed B Associates. VK Services is the sole manager of Seed B Associates. Khosla is the managing member of VK Services. Each of Khosla, VK Services and Seed B Associates possesses power to direct the voting and disposition of the shares owned by Seed B and Seed B (CF), and each of Seed B Associates, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. Seed B Associates holds no shares of the Issuer directly.

(3)

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Prospectus.


CUSIP No. 91680M 107  13G  Page 5 of 12 Pages

 

  1   

  NAMES OF REPORTING PERSONS

 

  Khosla Ventures V, LP

  2 

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

 

  3 

  SEC USE ONLY

 

  4 

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  5    

  SOLE VOTING POWER

 

  0

  6  

  SHARED VOTING POWER

 

  4,308,297(2)

  7  

  SOLE DISPOSITIVE POWER

 

  0

  8  

  SHARED DISPOSITIVE POWER

 

  4,308,297(2)

  9   

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  4,308,297(2)

10 

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11 

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  6.8%(3)

12 

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

All of the shares are owned by KV V. The general partner of KV V is KVA V. VK Services is the sole manager of KVA V. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVA V possesses power to direct the voting and disposition of the shares owned by KV V, and each of Khosla, VK Services and KVA V may be deemed to have indirect beneficial ownership of such shares.

(3)

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Prospectus.


CUSIP No. 91680M 107  13G  Page 6 of 12 Pages

 

  1   

  NAMES OF REPORTING PERSONS

 

  Khosla Ventures Associates V, LLC

  2 

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

 

  3 

  SEC USE ONLY

 

  4 

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  5    

  SOLE VOTING POWER

 

  0

  6  

  SHARED VOTING POWER

 

  4,308,297(2)

  7  

  SOLE DISPOSITIVE POWER

 

  0

  8  

  SHARED DISPOSITIVE POWER

 

  4,308,297(2)

  9   

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  4,308,297(2)

10 

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11 

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  6.8% (3)

12 

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

All of the shares beneficially owned by KVA V are comprised of Common Stock held by KV V. The general partner of KV V is KVA V. VK Services is the sole manager of KVA V. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVA V possesses power to direct the voting and disposition of the shares owned by KV V, and each of Khosla, VK Services and KVA V may be deemed to have indirect beneficial ownership of such shares. KVA V holds no shares of the Issuer directly.

(3)

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Prospectus.


CUSIP No. 91680M 107  13G  Page 7 of 12 Pages

 

  1   

  NAMES OF REPORTING PERSONS

 

  VK Services, LLC

  2 

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

 

  3 

  SEC USE ONLY

 

  4 

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  5    

  SOLE VOTING POWER

 

  0

  6  

  SHARED VOTING POWER

 

  5,248,588(2)

  7  

  SOLE DISPOSITIVE POWER

 

  0

  8  

  SHARED DISPOSITIVE POWER

 

  5,248,588(2)

  9   

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  5,248,588(2)

10 

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11 

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  8.3%(3)

12 

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

All of the shares beneficially owned by VK Services are comprised of Common Stock held by Seed B, Seed B (CF) and KV V. The general partner of Seed B and Seed B (CF) is Seed B Associates. The general partner of KV V is KVA V. VK Services is the sole manager of Seed B Associates and KVA V. Khosla is the managing member of VK Services. Each of Khosla, VK Services and Seed B Associates possesses power to direct the voting and disposition of the shares owned by Seed B and Seed B (CF), and each of Seed B Associates, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. Each of Khosla, VK Services and KVA V possesses power to direct the voting and disposition of the shares owned by KV V, and each of Khosla, VK Services and KVA V may be deemed to have indirect beneficial ownership of such shares.VK Services holds no shares of the Issuer directly.

(3)

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Prospectus.


CUSIP No. 91680M 107  13G  Page 8 of 12 Pages

 

  1   

  NAMES OF REPORTING PERSONS

 

  Vinod Khosla

  2 

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

 

  3 

  SEC USE ONLY

 

  4 

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  5    

  SOLE VOTING POWER

 

  0

  6  

  SHARED VOTING POWER

 

  5,248,588(2)

  7  

  SOLE DISPOSITIVE POWER

 

  0

  8  

  SHARED DISPOSITIVE POWER

 

  5,248,588(2)

  9   

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  5,248,588(2)

10 

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11 

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  8.3%(3)

12 

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

All of the shares beneficially owned by Khosla are comprised of Common Stock held by Seed B, Seed B (CF) and KV V. The general partner of Seed B and Seed B (CF) is Seed B Associates. The general partner of KV V is KVA V. VK Services is the sole manager of Seed B Associates and KVA V. Khosla is the managing member of VK Services. Each of Khosla, VK Services and Seed B Associates possesses power to direct the voting and disposition of the shares owned by Seed B and Seed B (CF), and each of Seed B Associates, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. Each of Khosla, VK Services and KVA V possesses power to direct the voting and disposition of the shares owned by KV V, and each of Khosla, VK Services and KVA V may be deemed to have indirect beneficial ownership of such shares. Khosla holds no shares of the Issuer directly.

(3)

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Prospectus.


CUSIP No. 91680M 107  13G  Page 9 of 12 Pages

 

Item 1(a).

Name of Issuer:

Upstart Holdings, Inc.

 

Item 1(b).

Address of Issuer’s Principal Executive Officers:

2950 S. Delaware Street, Suite 300

San Mateo, California 94403

 

Item 2(a).

Name of Person(s) Filing:

Khosla Ventures Seed B, LP (“Seed B”)

Khosla Ventures Seed B (CF), LP (“Seed B (CF)”)

Khosla Ventures Seed Associates B, LLC (“Seed B Associates”)

Khosla Ventures V, LP (“KV V”)

Khosla Ventures Associates V, LLC (“KVA V”)

VK Services, LLC (“VK Services”)

Vinod Khosla (“Khosla”)

 

Item 2(b).

Address of Principal Business Office:

Khosla Ventures

2128 Sand Hill Road

Menlo Park, California 94025

 

Item 2(c).

Citizenship:

 

Seed B  Delaware, United States of America
Seed B (CF)  Delaware, United States of America
Seed B Associates  Delaware, United States of America
KV V  Delaware, United States of America
KVA V  Delaware, United States of America
VK Services  Delaware, United States of America
Khosla  United States of America

 

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.0001 per share.

 

Item 2(e).

CUSIP Number:

91680M 107

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

 

Item 4(a).

Amount Beneficially Owned: 5,248,588

 

Item 4(b).

Percent of Class: 8.3%

 

Item 4(c).

Number of shares as to which such persons have:

The following information with respect to the beneficial ownership of Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020:


CUSIP No. 91680M 107  13G  Page 10 of 12 Pages

 

Reporting Persons  

Shares Held

Directly

   

Sole

Voting

Power

   

Shared

Voting

Power (1)

   

Sole

Dispositive

Power

   

Shared

Dispositive

Power (1)

   

Beneficial

Ownership(1)

   

Percentage

of Class (1, 3)

 

Seed B (2)

   889,783    0    889,783    0    889,783    889,783    1.4

Seed B (CF) (2)

   50,508    0    50,508    0    50,508    50,508    0.1

Seed B Associates (2)

   0    0    940,291    0    940,291    940,291    1.5

KV V (2)

   4,308,297    0    4,308,297    0    4,308,297    4,308,297    6.8

KVA V (2)

   0    0    4,308,297    0    4,308,297    4,308,297    6.8

VK Services (2)

   0    0    5,248,588    0    5,248,588    5,248,588    8.3

Khosla (2)

   0    0    5,248,588    0    5,248,588    5,248,588    8.3

 

(1)

Represents the number of shares of Common Stock and the number of shares of Common Stock issuable upon exercise of options, warrants and other convertible securities that are exercisable within 60 days of the date of this statement on Schedule 13G (“Securities”) currently beneficially owned by the Reporting Persons.

(2)

The general partner of Seed B and Seed B (CF) is Seed B Associates. The general partner of KV V is KVA V. VK Services is the sole manager of Seed B Associates and KVA V. Khosla is the managing member of VK Services. Each of Khosla, VK Services and Seed B Associates possesses power to direct the voting and disposition of the shares owned by Seed B and Seed B (CF), and each of Seed B Associates, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. Each of Khosla, VK Services and KVA V possesses power to direct the voting and disposition of the shares owned by KV V, and each of Khosla, VK Services and KVA V may be deemed to have indirect beneficial ownership of such shares. Seed B Associates, KVA V, VK Services and Khosla hold no Securities of the Issuer directly.

(3)

The percentages set forth on the cover sheets are calculated based on 62,994,492 shares of Common Stock as of September 30, 2020 as set forth in the Prospectus.

 

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☐

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

 

Item 9.

Notice of Dissolution of Group:

Not applicable.

 

Item 10.

Certification:

Not applicable.


CUSIP No. 91680M 107  13G  Page 11 of 12 Pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2021

 

KHOSLA VENTURES SEED B, L.P.
By: Khosla Ventures Seed Associates B, LLC, a Delaware limited liability company and general partner of Khosla Ventures Seed B, LP
By: 

/s/ Vinod Khosla

 Vinod Khosla, Managing Member
KHOSLA VENTURES SEED B (CF), L.P.
By: Khosla Ventures Seed Associates B, LLC, a Delaware limited liability company and general partner of Khosla Ventures Seed B (CF), LP
By: 

/s/ Vinod Khosla

 Vinod Khosla, Managing Member
KHOSLA VENTURES SEED ASSOCIATES B, LLC
By: 

/s/ Vinod Khosla

 Vinod Khosla, Managing Member
KHOSLA VENTURES V, L.P.
By: Khosla Ventures Associates V, LLC, a Delaware limited liability company and general partner of Khosla Ventures V, LP
By: 

/s/ Vinod Khosla

 Vinod Khosla, Managing Member
KHOSLA VENTURES ASSOCIATES V, LLC
By: 

/s/ Vinod Khosla

 Vinod Khosla, Managing Member


CUSIP No. 91680M 107  13G  Page 12 of 12 Pages

 

VK SERVICES, LLC
By: 

/s/ Vinod Khosla

 Vinod Khosla, Manager

 

/s/ Vinod Khosla

Vinod Khosla

Exhibit(s):

99.1: Joint Filing Statement