Jason Kanter Horowitz - 13 Jul 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
Issuer symbol: UP
Transactions as of: 13 Jul 2021
Net transactions value: $0
Form type: 4
Filing time: 15 Jul 2021, 18:06:58 UTC
Next filing: 21 Sep 2021
SEC: View on sec.gov

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		+949,784			949,784	13 Jul 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		+460,392			460,392	13 Jul 2021	Class A Common Stock, par value $0.0001 per share	460,392		Direct	F2, F3, F4
transaction	UP	Profits Interests (Series 4)	Award		+299,255			299,255	13 Jul 2021	Class A Common Stock, par value $0.0001 per share	299,255		Direct	F2, F3, F5
transaction	UP	Profits Interests (Series 5)	Award		+287,745			287,745	13 Jul 2021	Class A Common Stock, par value $0.0001 per share	287,745		Direct	F2, F3, F6
transaction	UP	Profits Interests (Series 7)	Award		+1,125,198			1,125,198	13 Jul 2021	Class A Common Stock, par value $0.0001 per share	1,125,198		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.