Wheels Up Experience Inc. — Director's Dealing 2022

May 21, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Wheels Up Experience Inc. (UP)
CIK: 0001819516
Period of Report: 2022-05-18

Reporting Person: Cabezas Eric (Interim CFO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, par value $0.0001 per share	82581	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$7.04	2029-04-30	Class A Common Stock, par value $0.0001 per share (69058)		Direct
Stock Option (right to buy)	$7.56	2029-12-11	Class A Common Stock, par value $0.0001 per share (115098)		Direct
Stock Option (right to buy)	$8.39	2030-11-25	Class A Common Stock, par value $0.0001 per share (23019)		Direct

Footnotes

F1: Represents shares of Class A Common Stock of the Issuer ("Class A Common Stock") subject to a grant of Restricted Stock Units ("RSUs") pursuant to Rule 16b-3(d), which will be settled in shares of the Class A Common Stock upon vesting. 81,081 shares of Class A Common Sock subject to the RSUs will vest three equal annual installments on each of February 16, 2023, 2024, and 2025, subject to the Reporting Person's continued service to the Issuer and 1,500 shares of Class A Common Stock subject to the RSUs will vest on November 1, 2022, subject to the Reporting Person's continued service to the Issuer.

F2: 100%of the shares subject to the stock options vested as of January 12, 2022. The option was granted on April 30, 2019.

F3: 75% of the shares subject to the stock options vested on December 11, 2020, July 13, 2021 and August 24, 2021 and the remaining 25% will vest on August 24, 2022. The option was granted on December 11, 2019.

F4: 50% of the shares subject to the stock options vested on July 13, 2021 and August 7, 2021, and the remaining 50% will vest on August 7, 2022 and August 7, 2023. The option was granted on November 25, 2020.