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Filing Details

Accession Number:: 0001104659-21-092708
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-07-15 17:54:31
Reporting Period:: 2021-07-13

Accepted Time:: 2021-07-15 17:54:31
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1819516	Wheels Up Experience Inc.	UP	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1476604	M Timothy Armstrong	C/O Wheels Up Experience Inc., 601 West 26Th Street New York NY 10001		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.0001 Per Share	Acquisiton	2021-07-13	982,710	$0.00	1,007,710	No	4	A	Indirect	Held by Polar Capital Group, LLC
Class A Common Stock, Par Value $0.0001 Per Share	Acquisiton	2021-07-13	25,000	$10.00	1,007,710	No	4	P	Indirect	Held by Polar Capital Group, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	Held by Polar Capital Group, LLC
No	4	P	Indirect	Held by Polar Capital Group, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, Par Value $0.0001 Per Share	Stock Option (right to buy)	Acquisiton	2021-07-13	46,039	$0.00	46,039	$7.56
Class A Common Stock, Par Value $0.0001 Per Share	Profits Interests (Series 9)	Acquisiton	2021-07-13	69,058	$0.00	69,058	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
46,039			No	4	A	Direct
69,058			No	4	A	Direct

Footnotes

Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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.
All shares of Class A Common Stock are held indirectly through Polar Capital Group, LLC, an entity controlled by the Reporting Person.
As previously disclosed, on February 1, 2021, the Issuer entered into subscription agreements with certain investors (the "PIPE investors") pursuant to which such investors agreed to purchase, substantially concurrently with the closing of the Business Combination, an aggregate of $550,000,000 of the Issuer's shares of Class A Common Stock at a price of $10.00 per share, or an aggregate of 55,000,000 shares of Class A Common Stock. Polar Capital Group, LLC is among the PIPE Investors.
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 November 13, 2030.
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.
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.