Dichter Kenneth H

SEC source: 0001104659-23-062346 · tm2316171-1_4seq1.xml · derivative · entry 2

Dichter Kenneth H · CIK 0001872388 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock, par value $0.0001 per share · 1,615,000 shares

Expires 2026-12-31

F2 · derivative.exercise_price: Each RSU represented a contingent right to receive one share of Class A common stock, par value $0.0001 per share ("Common Stock"). The RSUs forfeited were subject to vesting upon the Common Stock achieving certain milestones based on a specified price per share.

F1 · shares: Represents the Restricted Stock Units ("RSUs") originally granted on June 8, 2022 that were forfeited by the Reporting Person effective May 16, 2023 pursuant to the terms of that certain Release and Waiver, dated as of May 9, 2023, by and among the Reporting Person, Wheels Up Experience Inc., Wheels Up Partners Holdings LLC, Wheels Up Partners LLC and Wheels Up MIP LLC (solely with respect to Section 2(b) thereof).

F1 · price: Represents the Restricted Stock Units ("RSUs") originally granted on June 8, 2022 that were forfeited by the Reporting Person effective May 16, 2023 pursuant to the terms of that certain Release and Waiver, dated as of May 9, 2023, by and among the Reporting Person, Wheels Up Experience Inc., Wheels Up Partners Holdings LLC, Wheels Up Partners LLC and Wheels Up MIP LLC (solely with respect to Section 2(b) thereof).

F2 · derivative.exercise_date: Each RSU represented a contingent right to receive one share of Class A common stock, par value $0.0001 per share ("Common Stock"). The RSUs forfeited were subject to vesting upon the Common Stock achieving certain milestones based on a specified price per share.

SEC source: 0001104659-23-062346 · tm2316171-1_4seq1.xml · nonDerivative · entry 1

Dichter Kenneth H · CIK 0001872388 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,588,598

F1 · shares: Represents the Restricted Stock Units ("RSUs") originally granted on June 8, 2022 that were forfeited by the Reporting Person effective May 16, 2023 pursuant to the terms of that certain Release and Waiver, dated as of May 9, 2023, by and among the Reporting Person, Wheels Up Experience Inc., Wheels Up Partners Holdings LLC, Wheels Up Partners LLC and Wheels Up MIP LLC (solely with respect to Section 2(b) thereof).

F1 · price: Represents the Restricted Stock Units ("RSUs") originally granted on June 8, 2022 that were forfeited by the Reporting Person effective May 16, 2023 pursuant to the terms of that certain Release and Waiver, dated as of May 9, 2023, by and among the Reporting Person, Wheels Up Experience Inc., Wheels Up Partners Holdings LLC, Wheels Up Partners LLC and Wheels Up MIP LLC (solely with respect to Section 2(b) thereof).

SEC source: 0001104659-23-041694 · tm2311445-1_4seq1.xml · nonDerivative · entry 1

Dichter Kenneth H · CIK 0001872388 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 12,121,932

F1 · shares: Represents the vesting of Restricted Stock Units ("RSUs") granted to the Reporting Person pursuant to Rule 16b-3(d) on June 8, 2022 that were subject to a performance-based vesting condition that was determined to be satisfied on March 31, 2023, at which time such vested RSUs were settled on a one-to-one basis in shares of Class A common stock, par value $0.0001 per share, of the Issuer.

SEC source: 0001104659-23-009981 · tm235318d2_4seq1.xml · nonDerivative · entry 1

Dichter Kenneth H · CIK 0001872388 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,988,599

F1 · kind: Gifts made by the reporting person for purposes of estate planning and philanthropy to family members of the reporting person, friends of the reporting person and certain institutions.

SEC source: 0001104659-22-127350 · tm2232822-1_4seq1.xml · nonDerivative · entry 2

Dichter Kenneth H · CIK 0001872388 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,851,599

F2 · price: The price reported in this box in Column 4 is a weighted average price. These shares were purchased on December 15, 2022 in transactions at prices ranging from $1.06 to $1.17 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the United States Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

SEC source: 0001104659-22-127350 · tm2232822-1_4seq1.xml · nonDerivative · entry 1

Dichter Kenneth H · CIK 0001872388 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,699,272

F1 · price: The price reported in this box in Column 4 is a weighted average price. These shares were purchased on December 14, 2022 in transactions at prices ranging from $1.095 to $1.19 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the United States Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

SEC source: 0001104659-22-095139 · tm2224600-1_4seq1.xml · nonDerivative · entry 1

Dichter Kenneth H · CIK 0001872388 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,451,599

F1 · shares: Represents shares withheld for payment of tax liability arising as a result of the vesting of restricted stock originally reported by the reporting person in a Form 4 filed with the United States Securities and Exchange Commission on July 15, 2021.

SEC source: 0001104659-22-070113 · tm2218146-1_4seq1.xml · derivative · entry 2

Dichter Kenneth H · CIK 0001872388 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,615,000

Underlying: Class A Common Stock, par value $0.0001 per share · 1,615,000 shares

Expires 2026-12-31

F2 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs vest upon the Class A Common Stock achieving certain milestones based on a specified price per share.

F2 · derivative.exercise_date: Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs vest upon the Class A Common Stock achieving certain milestones based on a specified price per share.

SEC source: 0001104659-22-070113 · tm2218146-1_4seq1.xml · nonDerivative · entry 1

Dichter Kenneth H · CIK 0001872388 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,753,435

F1 · shares: Represents a grant of Restricted Stock Units ("RSUs") pursuant to Rule 16b-3(d), which will be settled in shares of the Class A Common Stock of Wheels Up Experience Inc. ("Class A Common Stock") upon vesting. The RSUs will vest in three equal installments on June 8, 2023, June 8, 2024 and June 8, 2025, subject to the Reporting Person's continued service to the Issuer.

SEC source: 0001104659-22-019367 · tm226128d1_4.xml · nonDerivative · entry 1

Dichter Kenneth H · CIK 0001872388 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,153,435

F1 · shares: Represents shares withheld for payment of tax liability arising as a result of the vesting of restricted stock originally reported by the reporting person in a Form 4 filed with the United States Securities and Exchange Commission on July 15, 2021.

SEC source: 0001104659-21-092710 · tm2122254-5_4seq1.xml · derivative · entry 6

Dichter Kenneth H · CIK 0001872388 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Immediate Family Member

Disclosed balance after: 4,603

Underlying: Class A Common Stock, par value $0.0001 per share · 4,603 shares

Expires not disclosed

F3 · security: Represents profits interests ("Profits Interests") in Wheels Up MIP LLC, which indirectly correspond to profits interests in Wheels Up Partners Holdings LLC, a subsidiary of the Issuer. Subject to certain lock-up restrictions and the terms and conditions of the operating agreements of each of Wheels Up MIP LLC and Wheels Up Partners Holdings LLC, each vested Profits Interest may be redeemed and then exchanged at the election of the Reporting Person for a number of shares of Class A Common Stock, par value $0.0001 per share, based on the intrinsic value of the Profits Interest at the time of exchange calculated based on a specified hurdle amount.

F8 · derivative.exercise_price: The Profits Interests (Series 1) fully vested as of November 3, 2017, and have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged. The Profits Interests (Series 1) have a hurdle amount equal to $2.18 per interest.

F1 · timeliness: Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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 and Legacy Wheels Up.

F1 · price: Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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 and Legacy Wheels Up.

F8 · derivative.exercise_date: The Profits Interests (Series 1) fully vested as of November 3, 2017, and have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged. The Profits Interests (Series 1) have a hurdle amount equal to $2.18 per interest.

F8 · derivative.expiration_date: The Profits Interests (Series 1) fully vested as of November 3, 2017, and have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged. The Profits Interests (Series 1) have a hurdle amount equal to $2.18 per interest.

F9 · ownership.nature: The Profits Interests (Series 1) are held of record by an immediate family member of the Reporting Person.

SEC source: 0001104659-21-092710 · tm2122254-5_4seq1.xml · derivative · entry 5

Dichter Kenneth H · CIK 0001872388 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,601,450

Underlying: Class A Common Stock, par value $0.0001 per share · 6,601,450 shares

Expires not disclosed

F3 · security: Represents profits interests ("Profits Interests") in Wheels Up MIP LLC, which indirectly correspond to profits interests in Wheels Up Partners Holdings LLC, a subsidiary of the Issuer. Subject to certain lock-up restrictions and the terms and conditions of the operating agreements of each of Wheels Up MIP LLC and Wheels Up Partners Holdings LLC, each vested Profits Interest may be redeemed and then exchanged at the election of the Reporting Person for a number of shares of Class A Common Stock, par value $0.0001 per share, based on the intrinsic value of the Profits Interest at the time of exchange calculated based on a specified hurdle amount.

F7 · derivative.exercise_price: 25% of the Profits Interests (Series 10) vested on April 30, 2021, 25% vested as of July 13, 2021, and the remaining 50% will vest in equal installments on January 11, 2022 and January 11, 2023. The vested Profits Interests (Series 10) have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged on such date. The Profits Interests (Series 4) have a hurdle amount equal to $7.56 per interest.

F1 · timeliness: Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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 and Legacy Wheels Up.

F1 · price: Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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 and Legacy Wheels Up.

F7 · derivative.exercise_date: 25% of the Profits Interests (Series 10) vested on April 30, 2021, 25% vested as of July 13, 2021, and the remaining 50% will vest in equal installments on January 11, 2022 and January 11, 2023. The vested Profits Interests (Series 10) have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged on such date. The Profits Interests (Series 4) have a hurdle amount equal to $7.56 per interest.

F7 · derivative.expiration_date: 25% of the Profits Interests (Series 10) vested on April 30, 2021, 25% vested as of July 13, 2021, and the remaining 50% will vest in equal installments on January 11, 2022 and January 11, 2023. The vested Profits Interests (Series 10) have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged on such date. The Profits Interests (Series 4) have a hurdle amount equal to $7.56 per interest.

SEC source: 0001104659-21-092710 · tm2122254-5_4seq1.xml · derivative · entry 4

Dichter Kenneth H · CIK 0001872388 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 115,098

Underlying: Class A Common Stock, par value $0.0001 per share · 115,098 shares

Expires not disclosed

F3 · security: Represents profits interests ("Profits Interests") in Wheels Up MIP LLC, which indirectly correspond to profits interests in Wheels Up Partners Holdings LLC, a subsidiary of the Issuer. Subject to certain lock-up restrictions and the terms and conditions of the operating agreements of each of Wheels Up MIP LLC and Wheels Up Partners Holdings LLC, each vested Profits Interest may be redeemed and then exchanged at the election of the Reporting Person for a number of shares of Class A Common Stock, par value $0.0001 per share, based on the intrinsic value of the Profits Interest at the time of exchange calculated based on a specified hurdle amount.

F6 · derivative.exercise_price: 25% of the Profits Interests (Series 8) vested on July 16, 2020, 50% vested as of July 13, 2021, and the remaining 25% will vest in on March 29, 2022. The vested Profits Interests (Series 8) have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged on such date. The Profits Interests (Series 8) have a hurdle amount equal to $7.56 per interest.

F1 · timeliness: Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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 and Legacy Wheels Up.

F1 · price: Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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 and Legacy Wheels Up.

F6 · derivative.exercise_date: 25% of the Profits Interests (Series 8) vested on July 16, 2020, 50% vested as of July 13, 2021, and the remaining 25% will vest in on March 29, 2022. The vested Profits Interests (Series 8) have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged on such date. The Profits Interests (Series 8) have a hurdle amount equal to $7.56 per interest.

F6 · derivative.expiration_date: 25% of the Profits Interests (Series 8) vested on July 16, 2020, 50% vested as of July 13, 2021, and the remaining 25% will vest in on March 29, 2022. The vested Profits Interests (Series 8) have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged on such date. The Profits Interests (Series 8) have a hurdle amount equal to $7.56 per interest.

SEC source: 0001104659-21-092710 · tm2122254-5_4seq1.xml · derivative · entry 3

Dichter Kenneth H · CIK 0001872388 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,836,080

Underlying: Class A Common Stock, par value $0.0001 per share · 1,836,080 shares

Expires not disclosed

F3 · security: Represents profits interests ("Profits Interests") in Wheels Up MIP LLC, which indirectly correspond to profits interests in Wheels Up Partners Holdings LLC, a subsidiary of the Issuer. Subject to certain lock-up restrictions and the terms and conditions of the operating agreements of each of Wheels Up MIP LLC and Wheels Up Partners Holdings LLC, each vested Profits Interest may be redeemed and then exchanged at the election of the Reporting Person for a number of shares of Class A Common Stock, par value $0.0001 per share, based on the intrinsic value of the Profits Interest at the time of exchange calculated based on a specified hurdle amount.

F5 · derivative.exercise_price: 50% of the Profits Interests (Series 7A) vested in equal installments on April 30, 2020 and April 30, 2021, 25% vested as of July 13, 2021, and the remaining 25% will vest in on January 12, 2022. The vested Profits Interests (Series 7A) have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged on such date. The Profits Interests (Series 7A) have a hurdle amount equal to $7.04 per interest.

F1 · timeliness: Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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 and Legacy Wheels Up.

F1 · price: Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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 and Legacy Wheels Up.

F5 · derivative.exercise_date: 50% of the Profits Interests (Series 7A) vested in equal installments on April 30, 2020 and April 30, 2021, 25% vested as of July 13, 2021, and the remaining 25% will vest in on January 12, 2022. The vested Profits Interests (Series 7A) have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged on such date. The Profits Interests (Series 7A) have a hurdle amount equal to $7.04 per interest.

F5 · derivative.expiration_date: 50% of the Profits Interests (Series 7A) vested in equal installments on April 30, 2020 and April 30, 2021, 25% vested as of July 13, 2021, and the remaining 25% will vest in on January 12, 2022. The vested Profits Interests (Series 7A) have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged on such date. The Profits Interests (Series 7A) have a hurdle amount equal to $7.04 per interest.

SEC source: 0001104659-21-092710 · tm2122254-5_4seq1.xml · derivative · entry 2

Dichter Kenneth H · CIK 0001872388 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 460,392

Underlying: Class A Common Stock, par value $0.0001 per share · 460,392 shares

Expires not disclosed

F3 · security: Represents profits interests ("Profits Interests") in Wheels Up MIP LLC, which indirectly correspond to profits interests in Wheels Up Partners Holdings LLC, a subsidiary of the Issuer. Subject to certain lock-up restrictions and the terms and conditions of the operating agreements of each of Wheels Up MIP LLC and Wheels Up Partners Holdings LLC, each vested Profits Interest may be redeemed and then exchanged at the election of the Reporting Person for a number of shares of Class A Common Stock, par value $0.0001 per share, based on the intrinsic value of the Profits Interest at the time of exchange calculated based on a specified hurdle amount.

F4 · derivative.exercise_price: The Profits Interests (Series 4) fully vested as of September 11, 2019, and have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged. The Profits Interests (Series 4) have a hurdle amount equal to $5.49 per interest.

F1 · timeliness: Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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 and Legacy Wheels Up.

F1 · price: Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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 and Legacy Wheels Up.

F4 · derivative.exercise_date: The Profits Interests (Series 4) fully vested as of September 11, 2019, and have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged. The Profits Interests (Series 4) have a hurdle amount equal to $5.49 per interest.

F4 · derivative.expiration_date: The Profits Interests (Series 4) fully vested as of September 11, 2019, and have no expiration date. All Profits Interests that have not been exchanged for shares of Class A Common Stock as of July 13, 2031 will automatically be so exchanged. The Profits Interests (Series 4) have a hurdle amount equal to $5.49 per interest.

SEC source: 0001104659-21-092710 · tm2122254-5_4seq1.xml · nonDerivative · entry 1

Dichter Kenneth H · CIK 0001872388 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,018,050

F1 · timeliness: Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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 and Legacy Wheels Up.

F2 · shares: Includes 2,365,018 restricted shares of Class A Common Stock. All shares of restricted stock will fully vest upon the later to occur of (i) six months after July 13, 2021 and (ii) 30 days following the expiration of the lock-up period applicable to the Reporting Person.

F1 · price: Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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 and Legacy Wheels Up.