SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Loeb Daniel S (Last) (First) (Middle) 55 HUDSON YARDS (Street) NEW YORK NY 10001 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Upstart Holdings, Inc. [ UPST ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) See Footnote 1
	3. Date of Earliest Transaction (Month/Day/Year) 12/18/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/18/2020		C		6,945,796	A	(2)	6,945,796	I	By Third Point Ventures, LLC.(1)(2)
Common Stock	12/18/2020		C		5,235,426	A	(2)	12,181,222	I	By Third Point Ventures, LLC.(1)(2)
Common Stock	12/18/2020		P		1,200,000	A	$20	13,381,222	I	By Third Point Ventures, LLC.(1)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	(2)	12/18/2020		C			6,945,796	(2)	(2)	Common Stock	6,945,796	$0	0	I	By Third Point Ventures, LLC.(1)(2)
Series C-1 Convertible Preferred Stock (Common Stock)	(2)	12/18/2020		C			5,235,426	(2)	(2)	Common Stock	5,235,426	$0	0	I	By Third Point Ventures, LLC.(1)(2)

1. Name and Address of Reporting Person* Loeb Daniel S (Last) (First) (Middle) 55 HUDSON YARDS (Street) NEW YORK NY 10001 (City) (State) (Zip)

1. Name and Address of Reporting Person* Third Point LLC (Last) (First) (Middle) 55 HUDSON YARDS (Street) NEW YORK NY 10001 (City) (State) (Zip)

Explanation of Responses:

1. The securities of the Issuer set forth herein are directly beneficially owned by Third Point Ventures, LLC ("Third Point Ventures"). Third Point Ventures is an affiliate of Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by Third Point Ventures. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein.

2. In connection with the Issuer's initial public offering of Common Stock, par value $0.0001 per share (the "Common Stock"), each share of the Issuer's Series C Convertible Preferred Stock and Series C-1 Convertible Preferred Stock held by Third Point Ventures was automatically converted into one share of Common Stock immediately prior to the consummation of the Issuer's initial public offering.

3. In connection with the Issuer's initial public offering of Common Stock, Third Point Ventures purchased additional shares of Common Stock from the underwriters at the initial public offering price as set forth herein.

Remarks:

The Power of Attorney granted by Daniel S. Loeb in favor of James P. Gallagher, William Song and Joshua L. Targoff, dated February 9, 2011, was previously filed with the SEC on February 11, 2011 as Exhibit 99.2 to Schedule 13G filed by Third Point LLC and Daniel S. Loeb with respect to Citadel Broadcasting Corporation and is incorporated herein by reference.

	DANIEL S. LOEB, /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb	12/22/2020
	THIRD POINT LLC, /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point	12/22/2020
	** Signature of Reporting Person	Date
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