Wheels Up Experience (UP) Form 3 Wheels Up Experience / Brian Joseph Kedzior ownership change

SEC Form 3

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^*

Kedzior Brian Joseph

(Last) (First) (Middle)

C/O WHEELS UP EXPERIENCE INC.

2135 AMERICAN WAY

(Street)

CHAMBLEE GA 30341

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2024

3. Issuer Name and Ticker or Trading Symbol
Wheels Up Experience Inc. [ UP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief People Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0001 per share	20,704(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents: (i) 5,104 shares of Class A Common Stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") beneficially owned by the Reporting Person; (ii) a grant of 4,000 Restricted Stock Units ("RSUs") pursuant to Rule 16b-3(d) under the Securities Act of 1934, as amended ("Rule 16b-3(d)"), which will be settled in shares of Common Stock of the Issuer upon vesting in two equal installments on September 9, 2024 and September 9, 2025, subject to the Reporting Person's continued service to the Issuer; and (iii) a grant of 11,600 RSUs pursuant to Rule 16b-3(d), which will be settled in shares of Common Stock of the Issuer upon vesting in two equal installments on February 23, 2025 and February 23, 2026, subject to the Reporting Person's continued service to the Issuer.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Mark Sorensen as attorney-in-fact for Brian Joseph Kedzior	03/26/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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