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* Girouard Dave (Last) (First) (Middle) C/O UPSTART HOLDINGS, INC. 2950 S. DELAWARE STREET, SUITE 300 (Street) SAN MATEO CA 94403 (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) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 04/01/2022
	4. 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 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	04/01/2022		S(1)		11,550	D	$106.9844(2)	158,897(3)(4)	D
Common Stock	04/01/2022		S(1)		33,185	D	$108.0279(5)	125,712	D
Common Stock	04/01/2022		S(1)		35,348	D	$109.0664(6)	90,364	D
Common Stock	04/01/2022		S(1)		3,250	D	$109.7112(7)	87,114	D
Common Stock	04/01/2022		S(8)		2,252	D	$108.8097(9)	550,498	I	See Footnote(10)
Common Stock	04/01/2022		S(8)		1,914	D	$109.5288(11)	548,584	I	See Footnote(10)
Common Stock	04/01/2022		S(12)		2,003	D	$108.113(13)	550,747	I	See Footnote(14)
Common Stock	04/01/2022		S(12)		2,163	D	$109.0814(15)	548,584	I	See Footnote(14)
Common Stock								950,589	I	See Footnote(16)
Common Stock								8,685,853	I	See Footnote(4)(17)

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

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2021.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.53 to $107.50. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2), footnotes (5) through (7), footnote (9), footnote (11), footnote (13), and footnote (15) to this Form 4.

3. Certain of these securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

4. Immediately prior to the sale by the Reporting Person of an aggregate of 83,333 shares of Common Stock, the 2008 D&T Girouard Revocable Trust, for which the Reporting Person serves as Trustee (the "Girouard Revocable Trust"), transferred 83,333 shares of Common Stock to the Reporting Person.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.53 to $108.51.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.54 to $109.50.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.56 to $110.04.

8. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 28, 2021 by the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.24 to $109.235.

10. These shares are held by Tristen Baird Willard, as trustee of the TMG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.2425 to $109.66.

12. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 28, 2021 by the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.79 to $108.575.

14. These shares are held by Tristen Baird Willard, as trustee of the JRG 2020 EXEMPT GIFT TRUST, dated October 19, 2020.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.84 to $109.66.

16. These shares are held by David J. Girouard, as trustee of the Girouard 2020 GRAT, dated October 19, 2020.

17. These shares are held by the Girouard Revocable Trust.

Remarks:

	/s/ Christopher Ing, by power of attorney	04/05/2022
	** 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 4 (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).
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