D. E. Shaw & Co SC 13G Upstart / D. E. SHAW & CO ownership change

SCHEDULE 13G

CUSIP No.

91680M107

Names of Reporting Persons

D. E. Shaw & Co., L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,598,759.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,599,059.00

Aggregate Amount Beneficially Owned by Each Reporting Person

4,599,059.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

5.0 %

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No.

91680M107

Names of Reporting Persons

D. E. Shaw & Co., L.L.C.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,564,936.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,564,936.00

Aggregate Amount Beneficially Owned by Each Reporting Person

4,564,936.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

5.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

91680M107

Names of Reporting Persons

David E. Shaw

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,598,759.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,599,059.00

Aggregate Amount Beneficially Owned by Each Reporting Person

4,599,059.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

5.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Upstart Holdings, Inc.

(b)

Address of issuer's principal executive offices:

2950 S. Delaware Street, Suite 410, San Mateo, CA 94403

Item 2.

(a)

Name of person filing:

D. E. Shaw & Co., L.P. D. E. Shaw & Co., L.L.C. David E. Shaw

(b)

Address or principal business office or, if none, residence:

The business address for each reporting person is: Two Manhattan West 375 Ninth Avenue, 52nd Floor New York, NY 10001

(c)

Citizenship:

D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America.

(d)

Title of class of securities:

Common Stock, par value $0.0001 per share

(e)

CUSIP No.:

91680M107

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

D. E. Shaw & Co., L.P.: 4,599,059 shares This is composed of (i) 1,558,354 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 1,311,300 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of call options, (iii) 1,694,235 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iv) 35,170 shares under the management of D. E. Shaw Investment Management, L.L.C. D. E. Shaw & Co., L.L.C.: 4,564,936 shares This is composed of (i) 1,558,354 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 1,311,300 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of call options, (iii) 1,694,235 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iv) 1,047 shares in the name of D. E. Shaw Investment Management Special Investment Fund, L.L.C. David E. Shaw: 4,599,059 shares This is composed of (i) 1,558,354 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 1,311,300 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of call options, (iii) 1,694,235 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iv) 35,170 shares under the management of D. E. Shaw Investment Management, L.L.C. David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C. and the managing member of D. E. Shaw Investment Management, L.L.C., which in turn is the investment adviser of D. E. Shaw Investment Management Special Investment Fund, L.L.C., and by virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., and D. E. Shaw Investment Management Special Investment Fund, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 4,598,759 shares, and the shared power to dispose or direct the disposition of 4,599,059 shares, the 4,599,059 shares as described above constituting 5.0% of the outstanding shares, and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 4,599,059 shares.

(b)

Percent of class:

D. E. Shaw & Co., L.P.: 5.0 % D. E. Shaw & Co., L.L.C.: 5.0 % David E. Shaw: 5.0 %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

D. E. Shaw & Co., L.P.: 0 shares D. E. Shaw & Co., L.L.C.: 0 shares David E. Shaw: 0 shares

(ii) Shared power to vote or to direct the vote:

D. E. Shaw & Co., L.P.: 4,598,759 shares D. E. Shaw & Co., L.L.C.: 4,564,936 shares David E. Shaw: 4,598,759 shares

(iii) Sole power to dispose or to direct the disposition of:

D. E. Shaw & Co., L.P.: 0 shares D. E. Shaw & Co., L.L.C.: 0 shares David E. Shaw: 0 shares

(iv) Shared power to dispose or to direct the disposition of:

D. E. Shaw & Co., L.P.: 4,599,059 shares D. E. Shaw & Co., L.L.C.: 4,564,936 shares David E. Shaw: 4,599,059 shares

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 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.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

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.

D. E. Shaw & Co., L.P.

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Chief Compliance Officer
Date:	01/08/2025

D. E. Shaw & Co., L.L.C.

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Authorized Signatory
Date:	01/08/2025

David E. Shaw

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Attorney-in-Fact for David E. Shaw
Date:	01/08/2025

Comments accompanying signature: Exhibit 1: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated August 1, 2024. Exhibit 2: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated August 1, 2024.

Exhibit Information

Exhibit 3: Joint Filing Agreement, by and among the Reporting Persons, dated January 8, 2025.

D. E. Shaw & Co SC 13GUpstart / D. E. SHAW & CO ownership change