Wheels Up Experience Inc. — Director's Dealing 2023

Sep 29, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Wheels Up Experience Inc. (UP)
CIK: 0001819516
Period of Report: 2023-09-20

Reporting Person: CK Wheels LLC (10% Owner)
Reporting Person: CK Opportunities GP, LLC (10% Owner)
Reporting Person: Certares Opportunities LLC (10% Owner)
Reporting Person: Knighthead Opportunities Capital Management, LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	60563002	Direct

Footnotes

F1: On September 20, 2023 (the "Closing Date"), the Reporting Persons entered into a Credit Agreement (the "Credit Agreement") by and among Wheels Up Experience Inc. (the "Issuer"), as borrower, certain subsidiaries of the Issuer as guarantors, CK Wheels LLC ("CK Wheels") and certain other lenders party thereto (collectively with the Reporting Person, the "Lenders"). In connection with the entry into the Credit Agreement and the extension of credit thereunder, the Issuer and Lenders entered into an Investment and Investor Rights Agreement, dated as of the Closing Date, pursuant to which the Issuer issued to CK Wheels 60,563,002 shares of the Issuer's Class A common stock, par value $0.0001 per share. The reported securities are directly held by CK Wheels, for which CK Opportunities GP, LLC ("CK GP") is as the sole voting member. CK GP is indirectly owned 47.5% by affiliates of Certares Opportunities LLC and 47.5% by affiliates Knighthead Opportunities Capital Management, LLC.