Timothy M. Armstrong - Jul 13, 2021 Form 4 Insider Report for Wheels Up Experience Inc. (UP)

Role
Director
Signature
/s/ Mark Sorenesen as attorney-in-fact for Timothy Armstrong
Stock symbol
UP
Transactions as of
Jul 13, 2021
Transactions value $
$250,000
Form type
4
Date filed
7/15/2021, 05:54 PM
Previous filing
Jun 2, 2021
Next filing
Sep 3, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UP Class A Common Stock, par value $0.0001 per share Award +983K +3930.84% 1.01M Jul 13, 2021 Held by Polar Capital Group, LLC F1, F2
transaction UP Class A Common Stock, par value $0.0001 per share Purchase $250K +25K +2.54% $10.00* 1.01M Jul 13, 2021 Held by Polar Capital Group, LLC F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction UP Stock Option (right to buy) Award +46K 46K Jul 13, 2021 Class A Common Stock, par value $0.0001 per share 46K $7.56 Direct F1, F4
transaction UP Profits Interests (Series 9) Award +69.1K 69.1K Jul 13, 2021 Class A Common Stock, par value $0.0001 per share 69.1K Direct F1, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 All shares of Class A Common Stock are held indirectly through Polar Capital Group, LLC, an entity controlled by the Reporting Person.
F3 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.
F4 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.
F5 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.
F6 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.