Form 4 for UP Wheels Up Experience Inc.
Accepted 2021-07-15 00:00:00 ET · period of report 2021-07-13 · accession 0001104659-21-092708 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2021-07-15 | 2021-07-13 | UP | Armstrong Timothy M | Dir | A - Grant | — | +982.7K | 1.01M | +3,931% | — |
| DI | 2021-07-15 | 2021-07-13 | UP | Armstrong Timothy M | Dir | P - Purchase | $10.00 | +25.0K | 1.01M | +3% | +$250.0K |
| DM | 2021-07-15 | 2021-07-13 | UP | Armstrong Timothy M | Dir | A - Grant | — | +115.1K | 46.0K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock, par value $0.0001 per share | 2021-07-13 | A | A | 982,710 | — | 1,007,710 | I Held by Polar Capital Group, LLC | — | — | (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 shares of Class A Common Stock are held indirectly through Polar Capital Group, LLC, an entity controlled by the Reporting Person. |
| 2 | Common | Class A Common Stock, par value $0.0001 per share | 2021-07-13 | P | A | 25,000 | $10.00 | 1,007,710 | I Held by Polar Capital Group, LLC | — | — | (F2) All shares of Class A Common Stock are held indirectly through Polar Capital Group, LLC, an entity controlled by the Reporting Person. |
| 3 | Derivative | Profits Interests (Series 9) | 2021-07-13 | A | A | 69,058 | — | 69,058 | D | — · — to — | 69,058 Class A Common Stock, par value $0.0001 per share | (F5) 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. (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. (F6) 25% of the Profits Interests (Series 9) vested on December 11, 2020, 25% vested as of July 13, 2021, and the remaining 50% will vest in equal installments on August 23, 2021 and August 23, 2022. The vested Profits Interests (Series 9) 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 9) have a hurdle amount equal to $7.56 per interest. |
| 4 | Derivative | Stock Option (right to buy) | 2021-07-13 | A | A | 46,039 | — | 46,039 | D | $7.56 · — to — | 46,039 Class A Common Stock, par value $0.0001 per share | (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. (F4) 50% of the shares subject to the stock option vested and became exercisable as of the closing of the Business Combination, and the remaining 50% will vest and become exercisable in equal installments on June 25, 2022 and June 25, 2023. The stock option will expire as of November 13, 2030. |