0001567619-20-021152.txt : 20201215
0001567619-20-021152.hdr.sgml : 20201215
20201215200824
ACCESSION NUMBER: 0001567619-20-021152
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201215
FILED AS OF DATE: 20201215
DATE AS OF CHANGE: 20201215
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Loeb Daniel S
CENTRAL INDEX KEY: 0001300345
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39797
FILM NUMBER: 201390987
MAIL ADDRESS:
STREET 1: THIRD POINT LLC
STREET 2: 390 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Third Point LLC
CENTRAL INDEX KEY: 0001040273
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39797
FILM NUMBER: 201390988
BUSINESS ADDRESS:
STREET 1: 55 HUDSON YARDS
CITY: NEW YORK
STATE: NY
ZIP: 10001
BUSINESS PHONE: 2127153880
MAIL ADDRESS:
STREET 1: 55 HUDSON YARDS
CITY: NEW YORK
STATE: NY
ZIP: 10001
FORMER NAME:
FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC
DATE OF NAME CHANGE: 19970602
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Upstart Holdings, Inc.
CENTRAL INDEX KEY: 0001647639
STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199]
IRS NUMBER: 464332431
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2950 S. DELAWARE STREET, SUITE 300
CITY: SAN MATEO
STATE: CA
ZIP: 94403
BUSINESS PHONE: (650) 204-1000
MAIL ADDRESS:
STREET 1: 2950 S. DELAWARE STREET, SUITE 300
CITY: SAN MATEO
STATE: CA
ZIP: 94403
3
1
doc1.xml
FORM 3
X0206
3
2020-12-15
0
0001647639
Upstart Holdings, Inc.
UPST
0001300345
Loeb Daniel S
55 HUDSON YARDS
NEW YORK
NY
10001
0
0
1
0
0001040273
Third Point LLC
55 HUDSON YARDS
NEW YORK
NY
10001
0
0
1
0
Series C Convertible Preferred Stock
Common Stock
6945796
I
See footnote
Series C-1 Convertible Preferred Stock
Common Stock
5235426
I
See footnote
(1) The Series C Convertible Preferred Stock and the Series C-1 Convertible Preferred Stock (collectively, the "Series C") is convertible into shares of the Issuer's Common Stock, par value $0.0001 per share (the "Common Stock") at the holder's election at any time or automatically upon the consummation of a firm commitment underwritten registered offering if certain price thresholds are met. The Series C is convertible into shares of Common Stock on a 1:1 basis, subject to appropriate adjustments for stock splits, stock dividends, combinations, subdivisions, recapitalizations, or the like, and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, it is expected that all shares of Series C will be converted into shares of Common Stock.
(2) Third Point Ventures, LLC ("Third Point Ventures") directly beneficially owns securities of the Issuer, as set forth herein. Third Point Ventures is an affiliate of Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point (together with Mr. Loeb and Third Point Ventures, the "Third Point Parties"). By reason of the provisions of Rules 13d-3 and 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.
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
2020-12-15
THIRD POINT LLC, /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point
2020-12-15