Ciaran O'Kelly Form 3 Upstart / Ciaran O'Kelly 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^*

O'Kelly Ciaran

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)

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
Stock Option (Right to buy)	(1)	03/31/2028	Common Stock	128,295	2.15	D
Stock Option (Right to buy)	(2)	04/16/2030	Common Stock	64,148	8.41	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-twelfth of the shares subject to the option vested on June 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.

Remarks:

Exhibit 24 - Power of Attorrney

	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.
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