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