Statement of Changes in Beneficial Ownership (4)
July 15 2021 - 5:13PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Hegde Vinayak |
2. Issuer Name and Ticker or Trading Symbol
Wheels Up Experience Inc.
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UP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Marketplace Officer |
(Last)
(First)
(Middle)
C/O WHEELS UP EXPERIENCE INC.,, 601 WEST 26TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/13/2021 |
(Street)
NEW YORK, NY 10001
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (right to buy) | $10.00 | 7/13/2021 | | A | (1) | 920785 | | (2) | (2) | Class A Common Stock, par value $0.0001 per share | 920785 | $0.00 | 920785 | D | |
Explanation of Responses: |
(1) | Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination (the "Business Combination") 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 ("Merger Sub") and Legacy Wheels Up (the "Merger Agreement"), pursuant to which Merger Sub merged with and into Legacy Wheels Up, with Legacy Wheels Up surviving the merger as a wholly-owned subsidiary of Aspirational. |
(2) | 1/6th of the shares subject to the stock option will vest and become exercisable on November 5, 2021, while the remaining shares will vest and become exercisable in 10 equal quarterly installments of 1/12th of the shares each, commencing on February 5, 2022. All shares will fully vest and become exercisable upon a "Change in Control" of Wheels Up Experience Inc. (as defined in the stock option agreement entered into by the Reporting Person). The Stock Option will expire as of July 13, 2031. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hegde Vinayak C/O WHEELS UP EXPERIENCE INC., 601 WEST 26TH STREET NEW YORK, NY 10001 |
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| Chief Marketplace Officer |
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Signatures
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/s/ Mark Sorenesen as attorney-in-fact for Vinayak Hegde | | 7/15/2021 |
**Signature of Reporting Person | Date |
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