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SEC FORM 3 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*
Nicoll Alison
(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)
General Counsel
 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
Employee Stock Option (Right to buy) (1) 03/18/2023 Common Stock 350,435 0.23 D
Employee Stock Option (Right to buy) (1) 05/23/2023 Common Stock 74,565 0.23 D
Employee Stock Option (Right to buy) (1) 06/19/2024 Common Stock 75,000 0.43 D
Employee Stock Option (Right to buy) (1) 01/14/2025 Common Stock 100,000 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.
             LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

The undersigned, as an officer or director of Upstart Holdings, Inc. (the
"Corporation"), hereby constitutes and appoints Dave Girouard, Sanjay
Datta, 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/ Alison Nicoll

					Print Name:  Alison Nicoll
					Dated:  December 9, 2020