Jason Kanter Horowitz - Jul 13, 2021 Form 4 Insider Report for Wheels Up Experience Inc. (UP)

Role
Chief Business Officer
Signature
/s/ Mark Sorenesen as attorney-in-fact for Jason Horowitz
Stock symbol
UP
Transactions as of
Jul 13, 2021
Transactions value $
$0
Form type
4
Date filed
7/15/2021, 06:06 PM
Next filing
Sep 21, 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 +950K 950K 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 1) Award +460K 460K Jul 13, 2021 Class A Common Stock, par value $0.0001 per share 460K Direct F2, F3, F4
transaction UP Profits Interests (Series 4) Award +299K 299K Jul 13, 2021 Class A Common Stock, par value $0.0001 per share 299K Direct F2, F3, F5
transaction UP Profits Interests (Series 5) Award +288K 288K Jul 13, 2021 Class A Common Stock, par value $0.0001 per share 288K Direct F2, F3, F6
transaction UP Profits Interests (Series 7) Award +1.13M 1.13M Jul 13, 2021 Class A Common Stock, par value $0.0001 per share 1.13M Direct F2, F3, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 920,784 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.
F2 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.
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 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 on such date. The Profits Interests (Series 1) have a hurdle amount equal to $2.18 per interest.
F5 The Profits Interests (Series 4) fully vested as of September 11, 2019, and have no expiration date. The vested Profits Interests (Series 4) 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 $5.49 per interest.
F6 The Profits Interests (Series 5) fully vested as of December 22, 2020, and have no expiration date.. The vested Profits Interests (Series 5) 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 5) have a hurdle amount equal to $6.50 per interest.
F7 The Profits Interests (Series 7) fully vested as of July 13, 2021, 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 on such date. The Profits Interests (Series 7) have a hurdle amount equal to $7.04 per interest.