CK Wheels LLC - Sep 20, 2023 Form 3 Insider Report for Wheels Up Experience Inc. (UP)

Role: 10%+ Owner
Signature: CK WHEELS LLC, By: /s/ Thomas LaMacchia, Authorized Signatory, By: /s/ Laura L. Torrado, Authorized Signatory
Stock symbol: UP
Transactions as of: Sep 20, 2023
Transactions value $: $0
Form type: 3
Date filed: 9/29/2023, 05:51 PM
Next filing: Nov 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	UP	Class A Common Stock						60.6M	Sep 20, 2023	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.

Content

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.