Form 4 for UP Wheels Up Experience Inc.

Accepted 2023-11-17 00:00:00 ET · period of report 2023-11-15 · accession 0000950103-23-016446 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
	2023-11-17	2023-11-15	UP	Knighthead Opportunities Capital Management, LLC	10%	P - Purchase	—	+197.61M	258.17M	+326%	—

Purchase Sale Sale after option exercise All abbreviations

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2023-11-15	P	A	197,606,206	—	258,169,208	D	—	—	(F1) On November 15, 2023 (the "Closing Date"), Wheels Up Experience Inc. (the "Issuer") issued to CK Wheels LLC ("CK Wheels") 197,606,206 shares of the Issuer's Class A common stock, par value $0.0001 per share, pursuant to the terms of that certain Investment and Investor Rights Agreement, dated September 20, 2023 and amended as of the Closing Date, by and among the Issuer, the Reporting Person and certain other investors party thereto (collectively with CK Wheels, the "Investors"), in consideration of the extension of credit under that certain Credit Agreement, dated September 20, 2023 and amended as of the Closing Date, by and among the Issuer, as borrower, certain subsidiaries of the Issuer as guarantors, and the Investors party thereto. (F2) The reported securities are directly held by CK Wheels, for which CK Opportunities GP, LLC ("CK GP") is the sole voting member. CK GP is indirectly owned 47.5% by affiliates of Certares Opportunities LLC and 47.5% by affiliates of Knighthead Opportunities Capital Management, LLC.