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UPST Upstart

SEC Form 4
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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OMB Number: 3235-0287
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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*
Mirgorodskaya Natalia

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Corporate Controller
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2021
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 03/20/2021 A 5,914(1) A $0.00 15,914(2) D
Common Stock 03/20/2021 A 6,531(3) A $0.00 22,445(2) D
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
Employee Stock Option (Right to buy) $125.28 03/20/2021 A 3,943 (4) 03/20/2031 Common Stock 3,943 $0.00 3,943 D
Employee Stock Option (Right to buy) $125.28 03/20/2021 A 4,354 (5) 03/20/2031 Common Stock 4,354 $0.00 4,354 D
Explanation of Responses:
1. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock. 1/11th of the RSUs shall vest on May 20, 2021 and each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.
2. 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.
3. These securities are RSUs. Each RSU represents a contingent right to receive one share of Common Stock. 20% of the RSUs shall vest on November 20, 2023 and each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.
4. 1/33rd of the shares subject to the option shall vest on March 20, 2021 and each one-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.
5. 1/14th of the shares subject to the option shall vest on October 20, 2023 and each one-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.
Remarks:
/s/ Christopher Ing, by power of attorney 03/23/2021
** 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.