DELTA AIR LINES, INC. — Director's Dealing 2021

Jul 22, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Wheels Up Experience Inc. (UP)
CIK: 0001819516
Period of Report: 2021-07-13

Reporting Person: DELTA AIR LINES, INC. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	52000995	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Earnout Shares	$		Class A Common Stock (2308546)		Direct

Footnotes

F1: See Reporting Person's Schedule 13D filed with U.S. Securities and Exchange Commission on July 22, 2021 for transaction details associated with these shares.

F2: Pursuant to that certain Agreement and Plan of Merger, dated as of February 1, 2021, as subsequently amended (the "Merger Agreement"), by and among the Issuer (prior to its domestication and renaming), Wheels Up Partners Holdings LLC, a Delaware limited liability company, and certain other parties, subject to achievement by the Issuer's Class A Common Stock of certain dollar volume-weighted average prices at any time during the five years following the Closing (as defined in the Merger Agreement), the Reporting Person will be entitled to up to 2,308,546 additional shares of Class A Common Stock of the Issuer. The Reporting Person's right to receive these additional shares became fixed and irrevocable on July 13, 2021, the effective date of the merger.

F3: None.