Upstart (UPST) Form 3 Upstart / Anna M. Counselman ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Counselman Anna M.

(Last) (First) (Middle)

C/O UPSTART HOLDINGS, INC.

2950 S. DELAWARE STREET, SUITE 300

(Street)

SAN MATEO CA 94403

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2020

3. Issuer Name and Ticker or Trading Symbol
Upstart Holdings, Inc. [ UPST ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, People and Operations

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	44,500	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to buy)	(1)	05/11/2022	Common Stock	385,500	0.15	D
Employee Stock Option (Right to buy)	(1)	05/23/2023	Common Stock	300,000	0.23	D
Employee Stock Option (Right to buy)	(1)	01/14/2025	Common Stock	150,000	0.6	D
Employee Stock Option (Right to buy)	(1)	12/18/2025	Common Stock	125,000	1.17	D
Employee Stock Option (Right to buy)	(2)	12/28/2026	Common Stock	125,000	1.35	D
Employee Stock Option (Right to buy)	(3)	12/18/2027	Common Stock	100,000	2.15	D
Employee Stock Option (Right to buy)	(4)	03/29/2029	Common Stock	25,000	3.8	D
Employee Stock Option (Right to buy)	(5)	03/29/2029	Common Stock	100,000	3.8	D
Employee Stock Option (Right to buy)	(6)	01/31/2030	Common Stock	125,000	8.88	D

Explanation of Responses:

1. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

2. One forty-eighth of the shares subject to the option vested on February 1, 2017 and one forty-eighth of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.

3. One forty-eighth of the shares subject to the option vested on February 1, 2018 and one forty-eighth of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.

4. One-twelfth of the shares subject to the option vested on February 1, 2020 and one-twelfth of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.

5. One-twelfth of the shares subject to the option vest on February 1, 2021 and each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.

6. One-twelfth of the shares subject to the option vest on February 1, 2022 and each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.

Remarks:

Exhibit 24 - Power of Attorney

	Christopher Ing, by power of attorney	12/15/2020
	** 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 5 (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.