Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Girouard Dave

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
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 X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
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 9,800,000 I See Footnote(1)
Common Stock 200,000 I See Footnote(2)
Common Stock 1,000,000 I See Footnote(3)
Common Stock 1,000,000 I See Footnote(4)
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
Series B Preferred Stock (5) (5) Common Stock 385,383 (5) I See Footnote(1)
Series C-1 Preferred Stock (5) (5) Common Stock 407,457 (5) I See Footnote(1)
Employee Stock Option (Right to buy) (6) 09/20/2026 Common Stock 1,251,745 0.83 D
Employee Stock Option (Right to buy) (7) 11/06/2030 Common Stock 550,000 18.44 D
Explanation of Responses:
1. These shares are held by 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee.
2. These shares are held by David J. Girouard, as trustee of the Girouard 2020 GRAT, dated October 19, 2020.
3. These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.
4. These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.
5. The Series B Preferred Stock and Series C-1 Preferred Stock shall automatically convert into Common Stock on a 1:1 basis upon completion of the Issuer's initial public offering of Common Stock and has no expiration date.
6. All of the shares subject to this option are fully vested and exercisable as of the date hereof.
7. One twenty-eighth of the shares subject to the option vested on October 1, 2020 and one twenty-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.
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.

The undersigned, as an officer or director of Upstart Holdings, Inc. (the
"Corporation"), hereby constitutes and appoints Sanjay Datta, Alison
Nicoll, Emily Sairafian, Christopher Ing, and the Corporation's
Stock Administrator and his or her successor, each the undersigned's
true and lawful attorney-in-fact and agent to complete and execute such
Forms 144, Form ID, Forms 3, 4 and 5, and all amendments thereto, and other
forms as such attorney shall in his or her discretion determine to be
required or advisable pursuant to Rule 144 promulgated under the Securities
Act of 1933, as amended, Section 16 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder, or any
successor laws and regulations, as a consequence of the undersigned's ownership,
acquisition or disposition of securities of the Corporation, and to do all acts
necessary in order to file such forms with the Securities and Exchange
Commission, any securities exchange or national association, the Corporation
and such other person or agency as the attorney shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys-
in-fact and agents shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Corporation assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Corporation unless earlier revoked by the undersigned in a writing
delivered to the foregoing attorneys-in-fact.

This Limited Power of Attorney is executed as of the date set forth below.

      					Signature:   /s/ Dave Girouard

					Print Name:  Dave Girouard
					Dated:  December 9, 2020