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Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 11/7/22 |
| Not Subject to Section 16: 1 |
| Issuer: |
| Issuer CIK: 1819516 |
| Issuer Name: Wheels Up Experience Inc. |
| Issuer Trading Symbol: UP |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1698764 |
| | Owner Name: Hegde Vinayak |
| Reporting Owner Address: |
| | Owner Street 1: C/O WHEELS UP EXPERIENCE INC., |
| | Owner Street 2: 601 WEST 26TH STREET |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10001 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: President |
| | Other Text: |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock, par value $0.0001 per share |
| | Transaction Date: |
| | | Value: 11/7/22 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,592 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 1.5787 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,065,385 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Represents shares sold by the Reporting Person to cover the payment of tax liability arising as a result of the vesting of restricted stock units originally reported by the Reporting Person in a Form 4 filed with the United States Securities and Exchange Commission ("SEC") on September 21, 2021. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 22, 2022. |
| Footnote - F2: The price reported in this box in Column 4 is a weighted average price. The shares were sold in transactions at prices ranging from $1.53 to $1.61. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price. |
| Owner Signature: |
| Signature Name: /s/ Mark Sorensen as attorney-in-fact for Vinayak Hedge |
| Signature Date: 11/9/22 |
