0001683168-21-003063.txt : 20210722 0001683168-21-003063.hdr.sgml : 20210722 20210722163517 ACCESSION NUMBER: 0001683168-21-003063 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210713 FILED AS OF DATE: 20210722 DATE AS OF CHANGE: 20210722 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DELTA AIR LINES, INC. CENTRAL INDEX KEY: 0000027904 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39541 FILM NUMBER: 211108006 BUSINESS ADDRESS: STREET 1: HARTSFIELD-JACKSON ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BOULEVARD CITY: ATLANTA STATE: GA ZIP: 30354-1989 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: P.O. BOX 20706 STREET 2: DEPT 981 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER NAME: FORMER CONFORMED NAME: DELTA AIR LINES INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 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 3 1 ownership.xml X0206 3 2021-07-13 0 0001819516 Wheels Up Experience Inc. UP 0000027904 DELTA AIR LINES, INC. 1030 DELTA BOULEVARD DEPT 981 ATLANTA GA 30320-6001 0 0 1 0 Class A Common Stock 52000995 D Earnout Shares Class A Common Stock 2308546 D See Reporting Person's Schedule 13D filed with U.S. Securities and Exchange Commission on July 22, 2021 for transaction details associated with these shares. Pursuant to that certain Agreement and Plan of Merger, dated as of February 1, 2021, as subsequently amended (the "Merger Agreement"), by and among the Issuer (prior to its domestication and renaming), Wheels Up Partners Holdings LLC, a Delaware limited liability company, and certain other parties, subject to achievement by the Issuer's Class A Common Stock of certain dollar volume-weighted average prices at any time during the five years following the Closing (as defined in the Merger Agreement), the Reporting Person will be entitled to up to 2,308,546 additional shares of Class A Common Stock of the Issuer. The Reporting Person's right to receive these additional shares became fixed and irrevocable on July 13, 2021, the effective date of the merger. None. /s/ Peter W. Carter, Executive Vice President and Chief Legal Officer of Delta Air Lines, Inc. 2021-07-22