Eric Douglas Jacobs - Jul 13, 2021 Form 4 Insider Report for Wheels Up Experience Inc. (UP)

Role: Chief Financial Officer
Signature: /s/ Mark Sorenesen as attorney-in-fact for Eric Douglas Jacobs
Stock symbol: UP
Transactions as of: Jul 13, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/15/2021, 06:07 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		+1.27M			1.27M	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 6)	Award		+1.8M			1.8M	Jul 13, 2021	Class A Common Stock, par value $0.0001 per share	1.8M		Direct	F1, F3, F4

* 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 1,266,078 shares are 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	50% of the Profits Interests (Series 6) vested in equal installments on April 30, 2020 and April 30, 2021, 25% vested as of the closing of the Business Combination, and the remaining 25% will vest in on January 12, 2022. The vested Profits Interests (Series 6) 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 6) have a hurdle amount equal to $7.04 per interest.