SC 13G

Names of Reporting Persons.

Dave Girouard

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

United States of America

SC 13G 1 d121595dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Upstart Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

91680M 107

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-l(b)

☐ Rule 13d-l(c)

☒ Rule 13d-l(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 91680M 107

Item 1.

(a)

Name of Issuer:

Upstart Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

2950 S. Delaware St., Suite 300

San Mateo, CA 94403

Item 2.

(a)

Name of Person Filing:

Dave Girouard

(b)

Address of Principal Business Office or, if none, Residence:

2950 S. Delaware St., Suite 300

San Mateo, CA 94403

(c)

Citizenship:

United States

(d)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(e)

CUSIP Number:

91680M 107

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

13,162,442 shares of Common Stock

As of December 31, 2020, (i) 9,592,840 shares of Common Stock were held of record by the 2008 G&T Girouard Revocable Trust, for which Mr. Girouard serves as co-trustee, (ii) 200,000 shares of Common Stock were held of record by Mr. Girouard as trustee of the GIROUARD 2020 GRAT, dated October 19, 2020, (iii) 1,000,000 shares of Common Stock were held of record by Mr. Girouard’s sister-in-law, Tristen Baird Willard, as trustee of the JRG 2020 Exempt Gift Trust, (iv) 1,000,000 shares were held of record by Mr. Girouard’s sister-in-law, Tristen Baird Willard, as trustee of the TMG 2020 Exempt Gift Trust, and (v) options to purchase an aggregate of 1,369,602 shares of Common Stock held by Mr. Girouard were exercisable within 60 days of December 31, 2020.

(b)

Percent of class:

17.8%

The ownership percentage above is calculated based upon 72,460,881 shares of the Issuer’s Common Stock outstanding as of completion of the Issuer’s initial public offering on December 18, 2020, as reported in the Issuer’s Rule 424(b)(4) prospectus filing with the Securities and Exchange Commission on December 16, 2020.

(c)

Number of shares as to which the person has:

Number of Shares of Common Stock

Reporting Person

(i)

(ii)

(iii)

(iv)

Dave Girouard

1,569,602

11,592,840

1,569,602

11,592,840

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SEC Form SC 13G filed