Wheels Up Experience Inc. — Director's Dealing 2021

Jul 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Hegde Vinayak (Chief Marketplace Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-13	Stock Option (right to buy)	$10.00	A	920785	Acquired		Class A Common Stock, par value $0.0001 per share (920785)	Direct

Footnotes

F1: Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination (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 ("Merger Sub") and Legacy Wheels Up (the "Merger Agreement"), pursuant to which Merger Sub merged with and into Legacy Wheels Up, with Legacy Wheels Up surviving the merger as a wholly-owned subsidiary of Aspirational.

F2: 1/6th of the shares subject to the stock option will vest and become exercisable on November 5, 2021, while the remaining shares will vest and become exercisable in 10 equal quarterly installments of 1/12th of the shares each, commencing on February 5, 2022. All shares will fully vest and become exercisable upon a "Change in Control" of Wheels Up Experience Inc. (as defined in the stock option agreement entered into by the Reporting Person). The Stock Option will expire as of July 13, 2031.