Kenneth H. Dichter - May 16, 2023 Form 4 Insider Report for Wheels Up Experience Inc. (UP)

Role: Director
Signature: /s/ Mark Sorensen as attorney-in-fact for Kenneth H Dichter
Stock symbol: UP
Transactions as of: May 16, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/18/2023, 07:01 PM
Previous filing: Apr 4, 2023

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	Disposed to Issuer	$0	-533K	-4.4%	$0.00	11.6M	May 16, 2023	Direct	F1

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	Restricted Stock Units	Disposed to Issuer	$0	-1.62M	-100%	$0.00^*	0	May 16, 2023	Class A Common Stock, par value $0.0001 per share	1.62M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the Restricted Stock Units ("RSUs") originally granted on June 8, 2022 that were forfeited by the Reporting Person effective May 16, 2023 pursuant to the terms of that certain Release and Waiver, dated as of May 9, 2023, by and among the Reporting Person, Wheels Up Experience Inc., Wheels Up Partners Holdings LLC, Wheels Up Partners LLC and Wheels Up MIP LLC (solely with respect to Section 2(b) thereof).
F2	Each RSU represented a contingent right to receive one share of Class A common stock, par value $0.0001 per share ("Common Stock"). The RSUs forfeited were subject to vesting upon the Common Stock achieving certain milestones based on a specified price per share.

Content

Represents the Restricted Stock Units ("RSUs") originally granted on June 8, 2022 that were forfeited by the Reporting Person effective May 16, 2023 pursuant to the terms of that certain Release and Waiver, dated as of May 9, 2023, by and among the Reporting Person, Wheels Up Experience Inc., Wheels Up Partners Holdings LLC, Wheels Up Partners LLC and Wheels Up MIP LLC (solely with respect to Section 2(b) thereof).

Each RSU represented a contingent right to receive one share of Class A common stock, par value $0.0001 per share ("Common Stock"). The RSUs forfeited were subject to vesting upon the Common Stock achieving certain milestones based on a specified price per share.