Vinayak Hegde - Jul 13, 2021 Form 4 Insider Report for Wheels Up Experience Inc. (UP)

Role: Chief Marketplace Officer
Signature: /s/ Mark Sorenesen as attorney-in-fact for Vinayak Hegde
Stock symbol: UP
Transactions as of: Jul 13, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/15/2021, 06:12 PM
Previous filing: Jun 10, 2021
Next filing: Jul 22, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	UP	Stock Option (right to buy)	Award	$0	+921K		$0.00	921K	Jul 13, 2021	Class A Common Stock, par value $0.0001 per share	921K	$10.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination (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 ("Merger Sub") and Legacy Wheels Up (the "Merger Agreement"), pursuant to which Merger Sub merged with and into Legacy Wheels Up, with Legacy Wheels Up surviving the merger as a wholly-owned subsidiary of Aspirational.
F2	1/6th of the shares subject to the stock option will vest and become exercisable on November 5, 2021, while the remaining shares will vest and become exercisable in 10 equal quarterly installments of 1/12th of the shares each, commencing on February 5, 2022. All shares will fully vest and become exercisable upon a "Change in Control" of Wheels Up Experience Inc. (as defined in the stock option agreement entered into by the Reporting Person). The Stock Option will expire as of July 13, 2031.

Content

Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination (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 ("Merger Sub") and Legacy Wheels Up (the "Merger Agreement"), pursuant to which Merger Sub merged with and into Legacy Wheels Up, with Legacy Wheels Up surviving the merger as a wholly-owned subsidiary of Aspirational.

1/6th of the shares subject to the stock option will vest and become exercisable on November 5, 2021, while the remaining shares will vest and become exercisable in 10 equal quarterly installments of 1/12th of the shares each, commencing on February 5, 2022. All shares will fully vest and become exercisable upon a "Change in Control" of Wheels Up Experience Inc. (as defined in the stock option agreement entered into by the Reporting Person). The Stock Option will expire as of July 13, 2031.