SEC Form SC 13G/A filed by Upstart Holdings Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(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 on 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 (the “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).

This Amendment No. 1 to Schedule 13G (this “Amendment No. 1”) is being filed with respect to the common stock, $0.0001 par value (the “Common Stock”) of Upstart Holdings, Inc. (the “Issuer”), to amend the Schedule 13G filed by the Reporting Persons on February 12, 2021 (the “Schedule 13G”). This Amendment No. 1 is being filed to report changes in the number of shares of Common Stock beneficially owned by the Reporting Persons and to report that the Reporting Persons no longer beneficially own more than 5% of the Common Stock. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13G.

Item 4: Ownership:

A. Third Point LLC

(a) Amount beneficially owned: 0 shares of Common Stock.

(b) Percent of class: 0.0%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 81,957,413 shares of Common Stock issued and outstanding as of November 4, 2021, as reported in the Issuer’s Form 10-Q, filed with the U.S. Securities and Exchange Commission on November 12, 2021. Except as described in the preceding sentence, all amounts reported in this Schedule 13G are as of the opening of the market on February 14, 2022.

(c) Number of shares as to which such person has:

B. Daniel S. Loeb

(a) Amount beneficially owned: 0 shares of Common Stock.

(b) Percent of class: 0.0%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 81,957,413 shares of Common Stock issued and outstanding as of November 4, 2021, as reported in the Issuer’s Form 10-Q, filed with the U.S. Securities and Exchange Commission on November 12, 2021. Except as described in the preceding sentence, all amounts reported in this Schedule 13G are as of the opening of the market on February 14, 2022.

(c) Number of shares as to which such person has:

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 Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: ☒

Item 10: Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[Signatures on following page]

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.

Dated: February 14, 2022

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