Wheels Up Experience Inc. — Director's Dealing 2023

May 19, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wheels Up Experience Inc. (UP)
CIK: 0001819516
Period of Report: 2023-05-16

Reporting Person: Dichter Kenneth H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-16	Class A Common Stock, par value $0.0001 per share	D	533334	—	Disposed	11588598	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-16	Restricted Stock Units	$	D	1615000	Disposed	2026-12-31	Class A Common Stock, par value $0.0001 per share (1615000)	Direct

Footnotes

F1: Represents the Restricted Stock Units ("RSUs") originally granted on June 8, 2022 that were forfeited by the Reporting Person effective May 16, 2023 pursuant to the terms of that certain Release and Waiver, dated as of May 9, 2023, by and among the Reporting Person, Wheels Up Experience Inc., Wheels Up Partners Holdings LLC, Wheels Up Partners LLC and Wheels Up MIP LLC (solely with respect to Section 2(b) thereof).

F2: Each RSU represented a contingent right to receive one share of Class A common stock, par value $0.0001 per share ("Common Stock"). The RSUs forfeited were subject to vesting upon the Common Stock achieving certain milestones based on a specified price per share.