Wheels Up Experience Inc.

05/20/2022 | Press release | Distributed by Public on 05/20/2022 19:13

Initial Statement of Beneficial Ownership (Form 3)

Ownership Submission
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 *
Cabezas Eric
2. Date of Event Requiring Statement (Month/Day/Year)
2022-05-18
3. Issuer Name and Ticker or Trading Symbol
Wheels Up Experience Inc. [UP]
(Last) (First) (Middle)
C/O WHEELS UP EXPERIENCE INC., , 601 WEST 26TH STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Interim CFO /
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)
NEW YORK NY 10001
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Date Exercisable and Expiration Date 3. Title and Amount of Securities Underlying Derivative Security 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership
Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cabezas Eric
C/O WHEELS UP EXPERIENCE INC.,
601 WEST 26TH STREET
NEW YORK, NY10001


Interim CFO

Signatures

/s/ Mark Sorensen as attorney-in-fact for Eric Cabezas 2022-05-20
**Signature of Reporting Person Date

Explanation of Responses:

(*) 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).
(1) Represents shares of Class A Common Stock of the Issuer ("Class A Common Stock") subject to a grant of Restricted Stock Units ("RSUs") pursuant to Rule 16b-3(d), which will be settled in shares of the Class A Common Stock upon vesting. 81,081 shares of Class A Common Sock subject to the RSUs will vest three equal annual installments on each of February 16, 2023, 2024, and 2025, subject to the Reporting Person's continued service to the Issuer and 1,500 shares of Class A Common Stock subject to the RSUs will vest on November 1, 2022, subject to the Reporting Person's continued service to the Issuer.
(2) 100%of the shares subject to the stock options vested as of January 12, 2022. The option was granted on April 30, 2019.
(3) 75% of the shares subject to the stock options vested on December 11, 2020, July 13, 2021 and August 24, 2021 and the remaining 25% will vest on August 24, 2022. The option was granted on December 11, 2019.
(4) 50% of the shares subject to the stock options vested on July 13, 2021 and August 7, 2021, and the remaining 50% will vest on August 7, 2022 and August 7, 2023. The option was granted on November 25, 2020.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.