Kenneth H. Dichter - Jul 13, 2021 Form 4 Insider Report for Wheels Up Experience Inc. (UP)

Role
Chief Executive Officer
Signature
/s/ Mark Sorenesen as attorney-in-fact for Kenneth H Dichter
Stock symbol
UP
Transactions as of
Jul 13, 2021
Transactions value $
$0
Form type
4
Date filed
7/15/2021, 06:02 PM
Next filing
Feb 10, 2022

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 +14M 14M Jul 13, 2021 Direct F1, F2

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 Profits Interests (Series 4) Award +460K 460K Jul 13, 2021 Class A Common Stock, par value $0.0001 per share 460K Direct F1, F3, F4
transaction UP Profits Interests (Series 7A) Award +1.84M 1.84M Jul 13, 2021 Class A Common Stock, par value $0.0001 per share 1.84M Direct F1, F3, F5
transaction UP Profits Interests (Series 8) Award +115K 115K Jul 13, 2021 Class A Common Stock, par value $0.0001 per share 115K Direct F1, F3, F6
transaction UP Profits Interests (Series 10) Award +6.6M 6.6M Jul 13, 2021 Class A Common Stock, par value $0.0001 per share 6.6M Direct F1, F3, F7
transaction UP Profits Interests (Series 1) Award +4.6K 4.6K Jul 13, 2021 Class A Common Stock, par value $0.0001 per share 4.6K Held by Immediate Family Member F1, F3, F8, F9
* 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 Includes 2,365,018 restricted shares of Class A Common Stock. All shares of restricted stock will fully vest upon the later to occur of (i) six months after July 13, 2021 and (ii) 30 days following the expiration of the lock-up period applicable to the Reporting Person.
F3 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.
F4 The Profits Interests (Series 4) fully vested as of September 11, 2019, and 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. The Profits Interests (Series 4) have a hurdle amount equal to $5.49 per interest.
F5 50% of the Profits Interests (Series 7A) vested in equal installments on April 30, 2020 and April 30, 2021, 25% vested as of July 13, 2021, and the remaining 25% will vest in on January 12, 2022. The vested Profits Interests (Series 7A) 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 7A) have a hurdle amount equal to $7.04 per interest.
F6 25% of the Profits Interests (Series 8) vested on July 16, 2020, 50% vested as of July 13, 2021, and the remaining 25% will vest in on March 29, 2022. The vested Profits Interests (Series 8) 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 8) have a hurdle amount equal to $7.56 per interest.
F7 25% of the Profits Interests (Series 10) vested on April 30, 2021, 25% vested as of July 13, 2021, and the remaining 50% will vest in equal installments on January 11, 2022 and January 11, 2023. The vested Profits Interests (Series 10) 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 4) have a hurdle amount equal to $7.56 per interest.
F8 The Profits Interests (Series 1) fully vested as of November 3, 2017, and 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. The Profits Interests (Series 1) have a hurdle amount equal to $2.18 per interest.
F9 The Profits Interests (Series 1) are held of record by an immediate family member of the Reporting Person.