Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Nicoll Alison	2. Issuer Name and Ticker or Trading Symbol Upstart Holdings, Inc. [ UPST ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) General Counsel
(Last)          (First)          (Middle) C/O UPSTART HOLDINGS, INC., 2950 S. DELAWARE STREET, SUITE 300	3. Date of Earliest Transaction (MM/DD/YYYY) 8/18/2021
(Street) SAN MATEO, CA 94403 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	8/18/2021		M(1)		22500	A	$0.23	36730 (2)(3)	D
Common Stock	8/18/2021		S(1)		400	D	$204.41	36330 (3)	D
Common Stock	8/18/2021		S(1)		1200	D	$207.1183 (4)	35130 (3)	D
Common Stock	8/18/2021		S(1)		700	D	$208.6586 (5)	34430 (3)	D
Common Stock	8/18/2021		S(1)		1800	D	$209.735 (6)	32630 (3)	D
Common Stock	8/18/2021		S(1)		1000	D	$210.684 (7)	31630 (3)	D
Common Stock	8/18/2021		S(1)		2200	D	$212.1036 (8)	29430 (3)	D
Common Stock	8/18/2021		S(1)		2600	D	$213.0233 (9)	26830 (3)	D
Common Stock	8/18/2021		S(1)		2000	D	$214.086 (10)	24830 (3)	D
Common Stock	8/18/2021		S(1)		1800	D	$215.0468 (11)	23030 (3)	D
Common Stock	8/18/2021		S(1)		2600	D	$216.1292 (12)	20430 (3)	D
Common Stock	8/18/2021		S(1)		3100	D	$217.2031 (13)	17330 (3)	D
Common Stock	8/18/2021		S(1)		2000	D	$218.3255 (14)	15330 (3)	D
Common Stock	8/18/2021		S(1)		1000	D	$219.1995 (15)	14330 (3)	D
Common Stock	8/18/2021		S(1)		100	D	$220.06	14230 (3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Employee Stock Option (Right to buy)	$0.23	8/18/2021		M (1)			22500	(16)	3/18/2023	Common Stock	22500	$0.00	327935	D

Explanation of Responses:
(1)	The option exercise and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 25, 2021.
(2)	Includes 2,000 shares acquired on August 18, 2021 under the Issuer's 2020 Employee Stock Purchase Plan.
(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)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.56 to $207.45. 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 footnotes (4) through (15) to this Form 4.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.00 to $208.99.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.15 to $210.00.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.40 to $211.00.
(8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.60 to $212.55.
(9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.61 to $213.59.
(10)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.65 to $214.62.
(11)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.65 to $215.51.
(12)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.75 to $216.63.
(13)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.86 to $217.85.
(14)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.89 to $218.88.
(15)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.895 to $219.49.
(16)	All of the shares subject to this option are fully vested and exercisable as of the date hereof.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Nicoll Alison C/O UPSTART HOLDINGS, INC. 2950 S. DELAWARE STREET, SUITE 300 SAN MATEO, CA 94403			General Counsel

Signatures
/s/ Christopher Ing, by power of attorney		8/20/2021
**Signature of Reporting Person		Date