Delta Air Lines, Inc. - Jul 13, 2021 Form 3 Insider Report for Wheels Up Experience Inc. (UP)

Role: 10%+ Owner
Signature: /s/ Peter W. Carter, Executive Vice President and Chief Legal Officer of Delta Air Lines, Inc.
Stock symbol: UP
Transactions as of: Jul 13, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/22/2021, 04:35 PM
Previous filing: Jun 30, 2021
Next filing: Sep 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	UP	Class A Common Stock						52M	Jul 13, 2021	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
holding	UP	Earnout Shares							Jul 13, 2021	Class A Common Stock	2.31M		Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	See Reporting Person's Schedule 13D filed with U.S. Securities and Exchange Commission on July 22, 2021 for transaction details associated with these shares.
F2	Pursuant to that certain Agreement and Plan of Merger, dated as of February 1, 2021, as subsequently amended (the "Merger Agreement"), by and among the Issuer (prior to its domestication and renaming), Wheels Up Partners Holdings LLC, a Delaware limited liability company, and certain other parties, subject to achievement by the Issuer's Class A Common Stock of certain dollar volume-weighted average prices at any time during the five years following the Closing (as defined in the Merger Agreement), the Reporting Person will be entitled to up to 2,308,546 additional shares of Class A Common Stock of the Issuer. The Reporting Person's right to receive these additional shares became fixed and irrevocable on July 13, 2021, the effective date of the merger.
F3	None.