Matthew J. Knopf - Feb 26, 2025 Form 4/A - Amendment Insider Report for Wheels Up Experience Inc. (UP)

Role: Chief Legal Officer
Signature: /s/ Mark Sorensen as attorney-in-fact for Matthew J. Knopf
Stock symbol: UP
Transactions as of: Feb 26, 2025
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 3/14/2025, 08:01 PM
Date Of Original Report: Feb 28, 2025
Previous filing: Sep 11, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UP	Class A Common Stock, par value $0.0001 per share	Award	$0	+410K	+46.17%	$0.00	1.3M	Feb 26, 2025	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Represents a grant of restricted stock units ("RSUs") pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended, which will be settled in shares of the Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") upon vesting. The RSUs will vest as follows: (i) 1/4th of the RSUs will vest on February 26, 2026; and (ii) the remaining RSUs will vest in 12 equal quarterly installments commencing May 26, 2026, in each case subject to the Reporting Person's continued service to the Issuer.
F2	The purpose of this amendment is to correct the number of RSUs granted to the Reporting Person on February 26, 2025, which were originally reported by the Reporting Person on a Form 4 filed on February 28, 2025 (the "Original Form 4"). The number of shares of Common Stock reported in Table I of the Original Form 4 have been revised as follows: (i) in Column 4, revised to 410,156 shares from 341,797 shares; and (ii) in Column 5, revised to 1,298,481 shares from 1,230,122 shares.

Content

Represents a grant of restricted stock units ("RSUs") pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended, which will be settled in shares of the Class A common stock, par value $0.0001 per share ("Common Stock"), of Wheels Up Experience Inc. (the "Issuer") upon vesting. The RSUs will vest as follows: (i) 1/4th of the RSUs will vest on February 26, 2026; and (ii) the remaining RSUs will vest in 12 equal quarterly installments commencing May 26, 2026, in each case subject to the Reporting Person's continued service to the Issuer.

The purpose of this amendment is to correct the number of RSUs granted to the Reporting Person on February 26, 2025, which were originally reported by the Reporting Person on a Form 4 filed on February 28, 2025 (the "Original Form 4"). The number of shares of Common Stock reported in Table I of the Original Form 4 have been revised as follows: (i) in Column 4, revised to 410,156 shares from 341,797 shares; and (ii) in Column 5, revised to 1,298,481 shares from 1,230,122 shares.