4//SEC Filing
Horowitz Jason Kanter 4
Accession 0001104659-21-092717
CIK 0001819516other
Filed
Jul 14, 8:00 PM ET
Accepted
Jul 15, 6:06 PM ET
Size
16.9 KB
Accession
0001104659-21-092717
Insider Transaction Report
Form 4
Horowitz Jason Kanter
Chief Business Officer
Transactions
- Award
Class A Common Stock, par value $0.0001 per share
2021-07-13+949,784→ 949,784 total - Award
Profits Interests (Series 7)
2021-07-13+1,125,198→ 1,125,198 total→ Class A Common Stock, par value $0.0001 per share (1,125,198 underlying) - Award
Profits Interests (Series 1)
2021-07-13+460,392→ 460,392 total→ Class A Common Stock, par value $0.0001 per share (460,392 underlying) - Award
Profits Interests (Series 4)
2021-07-13+299,255→ 299,255 total→ Class A Common Stock, par value $0.0001 per share (299,255 underlying) - Award
Profits Interests (Series 5)
2021-07-13+287,745→ 287,745 total→ Class A Common Stock, par value $0.0001 per share (287,745 underlying)
Footnotes (7)
- [F1]Includes 920,784 restricted shares of Class A Common Stock. All shares of restricted stock will fully vest upon the later to occur of (i) six months after July 13, 2021 and (ii) 30 days following the expiration of the lock-up period applicable to the Reporting Person.
- [F2]Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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.
- [F3]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.
- [F4]The Profits Interests (Series 1) fully vested as of November 3, 2017, 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 1) have a hurdle amount equal to $2.18 per interest.
- [F5]The Profits Interests (Series 4) fully vested as of September 11, 2019, and have no expiration date. The vested Profits Interests (Series 4) 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 4) have a hurdle amount equal to $5.49 per interest.
- [F6]The Profits Interests (Series 5) fully vested as of December 22, 2020, and have no expiration date.. The vested Profits Interests (Series 5) 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. 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.
Documents
Issuer
Wheels Up Experience Inc.
CIK 0001819516
Entity typeother
Related Parties
1- filerCIK 0001872750
Filing Metadata
- Form type
- 4
- Filed
- Jul 14, 8:00 PM ET
- Accepted
- Jul 15, 6:06 PM ET
- Size
- 16.9 KB