4//SEC Filing
Cheung Chih T 4
Accession 0001104659-21-092711
CIK 0001819516other
Filed
Jul 14, 8:00 PM ET
Accepted
Jul 15, 6:04 PM ET
Size
17.5 KB
Accession
0001104659-21-092711
Insider Transaction Report
Form 4
Cheung Chih T
Director
Transactions
- Award
Profits Interests (Series 7)
2021-07-13+23,019→ 23,019 total→ Class A Common Stock, par value $0.0001 per share (23,019 underlying) - Award
Profits Interests (Series 5)
2021-07-13+57,549→ 57,549 total→ Class A Common Stock, par value $0.0001 per share (57,549 underlying) - Award
Profits Interests (Series 9)
2021-07-13+34,529→ 34,529 total→ Class A Common Stock, par value $0.0001 per share (34,529 underlying) - Purchase
Class A Common Stock, par value $0.0001 per share
2021-07-13$10.00/sh+50,000$500,000→ 50,000 total(indirect: Held by Infinity Particles Limited) - Award
Stock Option (right to buy)
2021-07-13+46,039→ 46,039 totalExercise: $7.56→ Class A Common Stock, par value $0.0001 per share (46,039 underlying)
Footnotes (8)
- [F1]All 50,000 shares of Class A Common Stock are held indirectly through Infinity Particles Limited, an entity controlled by the Reporting Person.
- [F2]As previously disclosed, on February 1, 2021, the Issuer entered into subscription agreements with certain investors (the "PIPE investors") pursuant to which such investors agreed to purchase, substantially concurrently with the closing of the Business Combination, an aggregate of $550,000,000 of the Issuer's shares of Class A Common Stock at a price of $10.00 per share, or an aggregate of 55,000,000 shares of Class A Common Stock. Infinity Particles Limited is among the PIPE Investors.
- [F3]Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction (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 and Legacy Wheels Up.
- [F4]50% of the shares subject to the stock option vested and became exercisable as of the closing of the Business Combination, 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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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. 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 9) have a hurdle amount equal to $7.56 per interest.
Documents
Issuer
Wheels Up Experience Inc.
CIK 0001819516
Entity typeother
Related Parties
1- filerCIK 0001308122
Filing Metadata
- Form type
- 4
- Filed
- Jul 14, 8:00 PM ET
- Accepted
- Jul 15, 6:04 PM ET
- Size
- 17.5 KB