Certares Opportunities LLC

SEC source: 0000905148-24-001837 · form4.xml · derivative · entry 5

Knighthead Capital Management, LLC · CIK 0001512397 · 10% owner

Certares Opportunities LLC · CIK 0001871984 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: Not disclosed

Underlying: Common Stock, $0.01 par value · 3,984,482 shares

Expires 2029-07-15

F1 · derivative.exercise_price: The exchange rate of the 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the "Exchangeable Notes") is initially 150.9388 shares of the issuer's Common Stock per $1,000 capitalized principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $6.6252 per share of Common Stock). The Company can settle an exchange in common stock, cash, or a combination of cash and common stock, with cash paid in lieu of fractional shares, if applicable.

F2 · derivative.exercise_date: Prior to April 15, 2029, the Exchangeable Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, as set forth in the Exchangeable Notes Indenture, dated as of June 28, 2024, among The Hertz Corporation, the guarantors named therein, and Computershare Trust Company, N.A., as trustee and as collateral agent. Thereafter, the Exchangeable Notes will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the July 15, 2029 maturity date.

F3 · derivative.expiration_date: The Exchangeable Notes will mature on July 15, 2029, unless repurchased, redeemed, or exchanged in accordance with their terms prior to maturity.

F1 · derivative.underlying_shares: The exchange rate of the 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the "Exchangeable Notes") is initially 150.9388 shares of the issuer's Common Stock per $1,000 capitalized principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $6.6252 per share of Common Stock). The Company can settle an exchange in common stock, cash, or a combination of cash and common stock, with cash paid in lieu of fractional shares, if applicable.

F8 · ownership.direct: These Exchangeable Notes are directly held by CK Opportunities Fund I, LP. Knighthead Opportunities Capital Management, LLC ("Knighthead Opportunities") and Certares Opportunities LLC ("Certares") serve as investment managers ("Investment Managers") to CK Opportunities Fund I, LP, pursuant to the Investment Management Agreement, effective as of October 21, 2020, by and among each of Knighthead Opportunities, Certares, CK Opportunities Fund I, LP, and CK Opportunities GP, LLC, the general partner of CK Opportunities Fund I, LP.

F9 · ownership.direct: Investment decisions with respect to securities held by CK Opportunities Fund I, LP are made by an investment committee of the Investment Managers, which committee includes Colin Farmer, Andrew Shannahan, Michael Gregory O'Hara and Thomas Wagner, who are members of the issuer's board of directors, and Ara D. Cohen. The committee is empowered to vote or dispose of the shares on behalf of CK Opportunities Fund I, LP, and as a result, each of Mr. Farmer, Mr. Shannahan, Mr. O'Hara, Mr. Wagner, and Mr. Cohen may be attributed beneficial ownership of the reported securities. Each of Mr. Farmer, Mr. Shannahan, Mr. O'Hara, Mr. Wagner, and Mr. Cohen disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, as applicable.

F10 · ownership.direct: Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its respective pecuniary interests therein, as applicable.

F8 · ownership.nature: These Exchangeable Notes are directly held by CK Opportunities Fund I, LP. Knighthead Opportunities Capital Management, LLC ("Knighthead Opportunities") and Certares Opportunities LLC ("Certares") serve as investment managers ("Investment Managers") to CK Opportunities Fund I, LP, pursuant to the Investment Management Agreement, effective as of October 21, 2020, by and among each of Knighthead Opportunities, Certares, CK Opportunities Fund I, LP, and CK Opportunities GP, LLC, the general partner of CK Opportunities Fund I, LP.

F9 · ownership.nature: Investment decisions with respect to securities held by CK Opportunities Fund I, LP are made by an investment committee of the Investment Managers, which committee includes Colin Farmer, Andrew Shannahan, Michael Gregory O'Hara and Thomas Wagner, who are members of the issuer's board of directors, and Ara D. Cohen. The committee is empowered to vote or dispose of the shares on behalf of CK Opportunities Fund I, LP, and as a result, each of Mr. Farmer, Mr. Shannahan, Mr. O'Hara, Mr. Wagner, and Mr. Cohen may be attributed beneficial ownership of the reported securities. Each of Mr. Farmer, Mr. Shannahan, Mr. O'Hara, Mr. Wagner, and Mr. Cohen disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, as applicable.

F10 · ownership.nature: Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its respective pecuniary interests therein, as applicable.

SEC source: 0000905148-24-001837 · form4.xml · derivative · entry 4

Knighthead Capital Management, LLC · CIK 0001512397 · 10% owner

Certares Opportunities LLC · CIK 0001871984 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: Not disclosed

Underlying: Common Stock, $0.01 par value · 1,068,646 shares

Expires 2029-07-15

F1 · derivative.exercise_price: The exchange rate of the 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the "Exchangeable Notes") is initially 150.9388 shares of the issuer's Common Stock per $1,000 capitalized principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $6.6252 per share of Common Stock). The Company can settle an exchange in common stock, cash, or a combination of cash and common stock, with cash paid in lieu of fractional shares, if applicable.

F2 · derivative.exercise_date: Prior to April 15, 2029, the Exchangeable Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, as set forth in the Exchangeable Notes Indenture, dated as of June 28, 2024, among The Hertz Corporation, the guarantors named therein, and Computershare Trust Company, N.A., as trustee and as collateral agent. Thereafter, the Exchangeable Notes will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the July 15, 2029 maturity date.

F3 · derivative.expiration_date: The Exchangeable Notes will mature on July 15, 2029, unless repurchased, redeemed, or exchanged in accordance with their terms prior to maturity.

F1 · derivative.underlying_shares: The exchange rate of the 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the "Exchangeable Notes") is initially 150.9388 shares of the issuer's Common Stock per $1,000 capitalized principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $6.6252 per share of Common Stock). The Company can settle an exchange in common stock, cash, or a combination of cash and common stock, with cash paid in lieu of fractional shares, if applicable.

F7 · ownership.direct: These Exchangeable Notes are directly held by Knighthead Master Fund, LP, for which Knighthead serves as investment manager.

F10 · ownership.direct: Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its respective pecuniary interests therein, as applicable.

F7 · ownership.nature: These Exchangeable Notes are directly held by Knighthead Master Fund, LP, for which Knighthead serves as investment manager.

F10 · ownership.nature: Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its respective pecuniary interests therein, as applicable.

SEC source: 0000905148-24-001837 · form4.xml · derivative · entry 3

Knighthead Capital Management, LLC · CIK 0001512397 · 10% owner

Certares Opportunities LLC · CIK 0001871984 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: Not disclosed

Underlying: Common Stock, $0.01 par value · 314,556 shares

Expires 2029-07-15

F1 · derivative.exercise_price: The exchange rate of the 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the "Exchangeable Notes") is initially 150.9388 shares of the issuer's Common Stock per $1,000 capitalized principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $6.6252 per share of Common Stock). The Company can settle an exchange in common stock, cash, or a combination of cash and common stock, with cash paid in lieu of fractional shares, if applicable.

F2 · derivative.exercise_date: Prior to April 15, 2029, the Exchangeable Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, as set forth in the Exchangeable Notes Indenture, dated as of June 28, 2024, among The Hertz Corporation, the guarantors named therein, and Computershare Trust Company, N.A., as trustee and as collateral agent. Thereafter, the Exchangeable Notes will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the July 15, 2029 maturity date.

F3 · derivative.expiration_date: The Exchangeable Notes will mature on July 15, 2029, unless repurchased, redeemed, or exchanged in accordance with their terms prior to maturity.

F1 · derivative.underlying_shares: The exchange rate of the 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the "Exchangeable Notes") is initially 150.9388 shares of the issuer's Common Stock per $1,000 capitalized principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $6.6252 per share of Common Stock). The Company can settle an exchange in common stock, cash, or a combination of cash and common stock, with cash paid in lieu of fractional shares, if applicable.

F6 · ownership.direct: These Exchangeable Notes are directly held by Knighthead (NY) Fund, L.P., for which Knighthead serves as investment manager.

F10 · ownership.direct: Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its respective pecuniary interests therein, as applicable.

F6 · ownership.nature: These Exchangeable Notes are directly held by Knighthead (NY) Fund, L.P., for which Knighthead serves as investment manager.

F10 · ownership.nature: Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its respective pecuniary interests therein, as applicable.

SEC source: 0000905148-24-001837 · form4.xml · derivative · entry 2

Knighthead Capital Management, LLC · CIK 0001512397 · 10% owner

Certares Opportunities LLC · CIK 0001871984 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: Not disclosed

Underlying: Common Stock, $0.01 par value · 842,389 shares

Expires 2029-07-15

F1 · derivative.exercise_price: The exchange rate of the 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the "Exchangeable Notes") is initially 150.9388 shares of the issuer's Common Stock per $1,000 capitalized principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $6.6252 per share of Common Stock). The Company can settle an exchange in common stock, cash, or a combination of cash and common stock, with cash paid in lieu of fractional shares, if applicable.

F2 · derivative.exercise_date: Prior to April 15, 2029, the Exchangeable Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, as set forth in the Exchangeable Notes Indenture, dated as of June 28, 2024, among The Hertz Corporation, the guarantors named therein, and Computershare Trust Company, N.A., as trustee and as collateral agent. Thereafter, the Exchangeable Notes will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the July 15, 2029 maturity date.

F3 · derivative.expiration_date: The Exchangeable Notes will mature on July 15, 2029, unless repurchased, redeemed, or exchanged in accordance with their terms prior to maturity.

F1 · derivative.underlying_shares: The exchange rate of the 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the "Exchangeable Notes") is initially 150.9388 shares of the issuer's Common Stock per $1,000 capitalized principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $6.6252 per share of Common Stock). The Company can settle an exchange in common stock, cash, or a combination of cash and common stock, with cash paid in lieu of fractional shares, if applicable.

F5 · ownership.direct: These Exchangeable Notes are directly held by Knighthead Distressed Opportunities Fund, LP, for which Knighthead serves as investment manager.

F10 · ownership.direct: Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its respective pecuniary interests therein, as applicable.

F5 · ownership.nature: These Exchangeable Notes are directly held by Knighthead Distressed Opportunities Fund, LP, for which Knighthead serves as investment manager.

F10 · ownership.nature: Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its respective pecuniary interests therein, as applicable.

SEC source: 0000905148-24-001837 · form4.xml · derivative · entry 1

Knighthead Capital Management, LLC · CIK 0001512397 · 10% owner

Certares Opportunities LLC · CIK 0001871984 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: Not disclosed

Underlying: Common Stock, $0.01 par value · 356,366 shares

Expires 2029-07-15

F1 · derivative.exercise_price: The exchange rate of the 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the "Exchangeable Notes") is initially 150.9388 shares of the issuer's Common Stock per $1,000 capitalized principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $6.6252 per share of Common Stock). The Company can settle an exchange in common stock, cash, or a combination of cash and common stock, with cash paid in lieu of fractional shares, if applicable.

F2 · derivative.exercise_date: Prior to April 15, 2029, the Exchangeable Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, as set forth in the Exchangeable Notes Indenture, dated as of June 28, 2024, among The Hertz Corporation, the guarantors named therein, and Computershare Trust Company, N.A., as trustee and as collateral agent. Thereafter, the Exchangeable Notes will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the July 15, 2029 maturity date.

F3 · derivative.expiration_date: The Exchangeable Notes will mature on July 15, 2029, unless repurchased, redeemed, or exchanged in accordance with their terms prior to maturity.

F1 · derivative.underlying_shares: The exchange rate of the 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the "Exchangeable Notes") is initially 150.9388 shares of the issuer's Common Stock per $1,000 capitalized principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $6.6252 per share of Common Stock). The Company can settle an exchange in common stock, cash, or a combination of cash and common stock, with cash paid in lieu of fractional shares, if applicable.

F4 · ownership.direct: These Exchangeable Notes are directly held by Knighthead Annuity & Life Assurance Company, for which Knighthead Capital Management, LLC ("Knighthead") serves as investment manager.

F10 · ownership.direct: Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its respective pecuniary interests therein, as applicable.

F4 · ownership.nature: These Exchangeable Notes are directly held by Knighthead Annuity & Life Assurance Company, for which Knighthead Capital Management, LLC ("Knighthead") serves as investment manager.

F10 · ownership.nature: Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its respective pecuniary interests therein, as applicable.

SEC source: 0000950103-23-016446 · dp202946_4-wheels.xml · nonDerivative · entry 1

CK Wheels LLC · CIK 0001994757 · 10% owner

CK Opportunities GP, LLC · CIK 0001994765 · 10% owner

Certares Opportunities LLC · CIK 0001871984 · 10% owner

Knighthead Opportunities Capital Management, LLC · CIK 0001994746 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 258,169,208

F1 · price: On November 15, 2023 (the "Closing Date"), Wheels Up Experience Inc. (the "Issuer") issued to CK Wheels LLC ("CK Wheels") 197,606,206 shares of the Issuer's Class A common stock, par value $0.0001 per share, pursuant to the terms of that certain Investment and Investor Rights Agreement, dated September 20, 2023 and amended as of the Closing Date, by and among the Issuer, the Reporting Person and certain other investors party thereto (collectively with CK Wheels, the "Investors"), in consideration of the extension of credit under that certain Credit Agreement, dated September 20, 2023 and amended as of the Closing Date, by and among the Issuer, as borrower, certain subsidiaries of the Issuer as guarantors, and the Investors party thereto.

F2 · ownership.direct: The reported securities are directly held by CK Wheels, for which CK Opportunities GP, LLC ("CK GP") is the sole voting member. CK GP is indirectly owned 47.5% by affiliates of Certares Opportunities LLC and 47.5% by affiliates of Knighthead Opportunities Capital Management, LLC.

SEC source: 0001104659-21-140091 · tm2133042-2_4seq1.xml · nonDerivative · entry 1

CK Amarillo LP · CIK 0001852329 · 10% owner

CK Amarillo GP, LLC · CIK 0001872129 · 10% owner

Certares Opportunities LLC · CIK 0001871984 · 10% owner

Knighthead Capital Management, LLC · CIK 0001512397 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 181,455,469

F1 · shares: The reported securities were sold pursuant to an Underwriting Agreement between the Issuer, CK Amarillo LP ("CK Amarillo") and certain other Selling Stockholders and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, collectively acting as the Underwriters.

F2 · ownership.direct: The reported securities are directly held by CK Amarillo. CK Amarillo GP, LLC serves as the general partner of CK Amarillo, and Certares Opportunities LLC and Knighthead Capital Management LLC serve as investment managers ("Investment Managers") of CK Amarillo, pursuant to the Investment Management Agreement, effective as of April 15, 2021, by and among each of the foregoing. Investment decisions with respect to the Common Stock held by CK Amarillo are made by an investment committee of the Investment Managers, which committee includes Michael Gregory O'Hara and Thomas Wagner, who are members of the issuer's board of directors, and Ara D. Cohen.

F3 · ownership.direct: The committee is empowered to vote or dispose of the shares on behalf of CK Amarillo, and as a result, each of Mr. O'Hara, Mr. Wagner and Mr. Cohen may be attributed beneficial ownership of the reported securities. Each of the foregoing and each reporting person disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, as applicable.