Wheels Up Experience Inc. — Director's Dealing 2021

Sep 16, 2021

SEC Form 4/A — Form 4/A

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

Reporting Person: Cheung Chih T (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-13	Stock Option (right to buy)	$7.56	A	46039	Acquired		Class A Common Stock, par value $0.0001 per share (46039)	Direct
2021-07-13	Profits Interests (Series 5)	$	A	57549	Acquired		Class A Common Stock, par value $0.0001 per share (57549)	Direct
2021-07-13	Profits Interests (Series 7)	$	A	23019	Acquired		Class A Common Stock, par value $0.0001 per share (23019)	Direct
2021-07-13	Profits Interests (Series 9)	$	A	34529	Acquired		Class A Common Stock, par value $0.0001 per share (34529)	Direct

Footnotes

F1: Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction (the "Business Combination") with Wheels Up Partners Holdings LLC ("Legacy Wheels Up") in accordance with the terms of the Agreement and Plan of Merger, dated as of February 1, 2021, as amended on May 6, 2021, by and among, inter alia, Aspirational, KittyHawk Merger Sub LLC and Legacy Wheels Up.

F2: 50% of the shares subject to the stock option vested and became exercisable as of the closing of the Business Combination, and the remaining 50% will vest and become exercisable in equal installments on June 25, 2022 and June 25, 2023. The stock option will expire as of October 13, 2030.

F3: Represents profits interests ("Profits Interests") in Wheels Up MIP LLC, which indirectly correspond to profits interests in Wheels Up Partners Holdings LLC, a subsidiary of the Issuer. Subject to certain lock-up restrictions and the terms and conditions of the operating agreements of each of Wheels Up MIP LLC and Wheels Up Partners Holdings LLC, each vested Profits Interest may be redeemed and then exchanged at the election of the Reporting Person for a number of shares of Class A Common Stock, par value $0.0001 per share, based on the intrinsic value of the Profits Interest at the time of exchange calculated based on a specified hurdle amount.

F4: The Profits Interests (Series 5) fully vested as of December 22, 2020, and have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged on such date. The Profits Interests (Series 5) have a hurdle amount equal to $6.50 per interest.

F5: The Profits Interests (Series 7) fully vested as of July 13, 2021, and have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged on such date. The Profits Interests (Series 7) have a hurdle amount equal to $7.04 per interest.

F6: 25% of the Profits Interests (Series 9) vested on December 11, 2020, 25% vested as of July 13, 2021, and the remaining 50% will vest in equal installments on August 23, 2021 and August 23, 2022. The vested Profits Interests (Series 9) have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged on such date. The Profits Interests (Series 9) have a hurdle amount equal to $7.56 per interest.