SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Cox Investment Holdings, Inc. (Last) (First) (Middle) 6205 PEACHTREE DUNWOODY RD. (Street) ATLANTA GA 30328 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/15/2023	3. Issuer Name and Ticker or Trading Symbol Wheels Up Experience Inc. [ UP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	86,056,403(1)(2)	D(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On September 20, 2023 (the "Initial Closing Date"), the Reporting Person entered into a Credit Agreement (the "Credit Agreement") by and among Wheels Up Experience Inc. (the "Issuer"), as borrower, certain subsidiaries of the Issuer as guarantors, the Reporting Person and certain other lenders party thereto (collectively with the Reporting Person, the "Lenders"). In connection with the entry into the Credit Agreement and the extension of credit thereunder, the Issuer and Lenders entered into an Investment and Investor Rights Agreement, dated as of the Initial Closing Date (the "Investor Rights Agreement"), pursuant to which the Issuer issued to the Reporting Person 20,187,667 shares of the Issuer's Class A common stock, par value $0.0001 per share ("Common Stock"), on the Initial Closing Date. On November 15, 2023 (the "Final Closing Date"),

2. (Cotinued from footnote 1) the Issuer issued to the Reporting Person 65,868,736 of Common Stock pursuant to the terms of the Investor Rights Agreement, as amended as of the Final Closing Date, which was also in consideration of the extension of credit under the Credit Agreement, as amended as of the Final Closing Date.

3. The board of directors of the Reporting Person exercises voting and dispositive power with respect to the shares subject to this Form 3. The board of directors of the Reporting Person consists of Dallas S. Clement and Jennifer Hightower, neither of whom has individual voting or dispositive power with respect to the shares and each of whom disclaims any beneficial ownership of the shares. The trustees of the Cox Family Voting Trust u/a/d 7/26/13 (the "Cox Family Voting Trust"), consisting of James C. Kennedy, Alexander C. Taylor and John M. Dyer, are responsible for appointing all of the members of the board of directors of the Reporting Person. Because the board of directors of the Reporting Person exercises voting and dispositive power with respect to the shares, each of the foregoing individuals disclaims any beneficial ownership of the shares held by the Reporting Person.

	/s/ Luis A. Avila as Assistant Secretary of the Reporting Person	11/20/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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