Cox Investment Holdings, Inc. - Nov 15, 2023 Form 3 Insider Report for Wheels Up Experience Inc. (UP)

Role
10%+ Owner
Signature
/s/ Luis A. Avila as Assistant Secretary of the Reporting Person
Stock symbol
UP
Transactions as of
Nov 15, 2023
Transactions value $
$0
Form type
3
Date filed
11/20/2023, 04:05 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding UP Class A Common Stock 86.1M Nov 15, 2023 Direct F1, F2, F3
* 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 "Initial Closing Date"), the Reporting Person 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, the Reporting Person 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 Initial Closing Date (the "Investor Rights Agreement"), pursuant to which the Issuer issued to the Reporting Person 20,187,667 shares of the Issuer's Class A common stock, par value $0.0001 per share ("Common Stock"), on the Initial Closing Date. On November 15, 2023 (the "Final Closing Date"),
F2 (Cotinued from footnote 1) the Issuer issued to the Reporting Person 65,868,736 of Common Stock pursuant to the terms of the Investor Rights Agreement, as amended as of the Final Closing Date, which was also in consideration of the extension of credit under the Credit Agreement, as amended as of the Final Closing Date.
F3 The board of directors of the Reporting Person exercises voting and dispositive power with respect to the shares subject to this Form 3. The board of directors of the Reporting Person consists of Dallas S. Clement and Jennifer Hightower, neither of whom has individual voting or dispositive power with respect to the shares and each of whom disclaims any beneficial ownership of the shares. The trustees of the Cox Family Voting Trust u/a/d 7/26/13 (the "Cox Family Voting Trust"), consisting of James C. Kennedy, Alexander C. Taylor and John M. Dyer, are responsible for appointing all of the members of the board of directors of the Reporting Person. Because the board of directors of the Reporting Person exercises voting and dispositive power with respect to the shares, each of the foregoing individuals disclaims any beneficial ownership of the shares held by the Reporting Person.