0001104659-21-092706.txt : 20210715
0001104659-21-092706.hdr.sgml : 20210715
20210715175147
ACCESSION NUMBER: 0001104659-21-092706
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210713
FILED AS OF DATE: 20210715
DATE AS OF CHANGE: 20210715
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Adelman David J.
CENTRAL INDEX KEY: 0001438262
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39541
FILM NUMBER: 211093587
MAIL ADDRESS:
STREET 1: CIRA CENTRE
STREET 2: 2929 ARCH STREET, SUITE 675
CITY: PHILADELPHIA
STATE: PA
ZIP: 19104-2867
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Wheels Up Experience Inc.
CENTRAL INDEX KEY: 0001819516
STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522]
IRS NUMBER: 981557048
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 601 WEST 26TH STREET
STREET 2: SUITE 900
CITY: NEW YORK
STATE: NY
ZIP: 10001
BUSINESS PHONE: 1-855-359-8760
MAIL ADDRESS:
STREET 1: 601 WEST 26TH STREET
STREET 2: SUITE 900
CITY: NEW YORK
STATE: NY
ZIP: 10001
FORMER COMPANY:
FORMER CONFORMED NAME: Aspirational Consumer Lifestyle Corp.
DATE OF NAME CHANGE: 20200729
4
1
tm2122254-1_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-07-13
0
0001819516
Wheels Up Experience Inc.
UP
0001438262
Adelman David J.
C/O WHEELS UP EXPERIENCE INC.,
601 WEST 26TH STREET
NEW YORK
NY
10001
1
0
0
0
Class A Common Stock, par value $0.0001 per share
2021-07-13
4
A
0
1071851
A
1071851
I
Held by Darco Wheels Up LLC
Stock Option (right to buy)
7.56
2021-07-13
4
A
0
69058
A
Class A Common Stock, par value $0.0001 per share
69058
69058
D
Profits Interests (Series 5)
2021-07-13
4
A
0
69058
A
Class A Common Stock, par value $0.0001 per share
69058
69058
D
Profits Interests (Series 7)
2021-07-13
4
A
0
34529
A
Class A Common Stock, par value $0.0001 per share
34529
34529
D
Profits Interests (Series 9)
2021-07-13
4
A
0
69058
A
Class A Common Stock, par value $0.0001 per share
69058
69058
D
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.
All 1,071,851 shares of Class A Common Stock are held indirectly through Darco Wheels Up LLC, an entity controlled by the Reporting Person.
50% of the shares subject to the stock option vested and became exercisable as of July 13, 2021, 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 October 13, 2030.
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.
The Profits Interests (Series 5) fully vested as of December 22, 2020, and 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 5) have a hurdle amount equal to $6.50 per interest.
The Profits Interests (Series 7) fully vested as of July 13, 2021, and have no expiration date. The vested Profits Interests (Series 7) 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 7) have a hurdle amount equal to $7.04 per interest.
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. The Profits Interests (Series 9) have a hurdle amount equal to $7.56 per interest.
/s/ Mark Sorenesen as attorney-in-fact for David J Adelman
2021-07-15