Eric Cabezas Form 3 Wheels Up Experience / Eric Cabezas 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^*

Cabezas Eric

(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)
09/06/2024

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)
Interim CFO

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	119,282(1)(2)	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
Stock Option (right to buy)	(3)	04/30/2029	Class A Common Stock, par value $0.0001 per share	6,905(2)	70.4(4)	D
Stock Option (right to buy)	(5)	12/11/2029	Class A Common Stock, par value $0.0001 per share	11,509(2)	75.6(4)	D
Stock Option (right to buy)	(6)	11/25/2030	Class A Common Stock, par value $0.0001 per share	2,301(2)	83.9(4)	D

Explanation of Responses:

1. Represents: (i) 16,406 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) 2,703 Restricted Stock Units ("RSUs") granted pursuant to Rule 16b-3(d) under the Securities Act of 1934 ("Rule 16b-3(d)") settleable in shares of Common Stock upon vesting on February 16, 2025; (iii) 1,667 RSUs granted pursuant to Rule 16b-3(d) settleable in shares of Common Stock upon vesting on May 18, 2025; (iv) 13,000 RSUs granted pursuant to Rule 16b-3(d) settleable in shares of Common Stock upon vesting in two equal installments on February 23, 2025 and 2026; and (v) 85,506 RSUs granted pursuant to Rule 16b-3(d) settleable in shares of Common Stock as follows: (a) 1/4th will vest on February 26, 2025, and (b) the remaining RSUs will vest in 12 equal quarterly installments commencing May 26, 2025. RSU vestings are subject to the Reporting Person's continued service to the Issuer.

2. Amount of securities and amount or number of shares, as applicable, has been adjusted to reflect the Issuer's 10:1 reverse stock split for Common Stock that occurred on June 7, 2023.

3. 100% of the shares of Common Stock subject to such stock options vested as of January 12, 2022. The stock options were originally granted on April 30, 2019 under the Wheels Up Partners LLC Option Plan (the "WUP Option Plan").

4. Exercise price of stock options has been adjusted to reflect the Issuer's 10:1 reverse stock split for Common Stock that occurred on June 7, 2023.

5. 100% of the shares of Common Stock subject to such stock options vested on August 24, 2022. The stock options were originally granted on December 11, 2019 under the WUP Option Plan.

6. 100% of the shares of Common Stock subject to such stock options vested on August 7, 2023. The stock options were granted on November 25, 2020 under the WUP Option Plan.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Mark Sorensen as attorney-in-fact for Eric Cabezas	09/11/2024
	** 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).
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