Cheung Chih T's Form 4/A amendment
AmendedWheels Up Experience Inc. (UP) · filed Sep 16, 2021
- Accession no.
- 0001104659-21-116480
- Filed
- Sep 16, 2021
- Trade date
- Jul 13, 2021
- Filing delay
- 65 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Jul 15, 2021
This filing lists 4 derivative transactions. It carries over 1 transaction from the original filing that it did not restate. Open-market purchases total $500.0K. It was filed 65 days after the trade.
This amendment restates part of 0001104659-21-092711 (filed Jul 15, 2021). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Cheung Chih TCIK 0001308122 | Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 13, 2021 | Class A Common Stock, par value $0.0001 per share | AGrant or awardAcquired | +46,039 | –F1 | – | 46,039 | Direct | |
| Jul 13, 2021 | Class A Common Stock, par value $0.0001 per share | AGrant or awardAcquired | +57,549 | –F1 | – | 57,549 | Direct | |
| Jul 13, 2021 | Class A Common Stock, par value $0.0001 per share | AGrant or awardAcquired | +23,019 | –F1 | – | 23,019 | Direct | |
| Jul 13, 2021 | Class A Common Stock, par value $0.0001 per share | AGrant or awardAcquired | +34,529 | –F1 | – | 34,529 | Direct |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001104659-21-092711 (filed Jul 15, 2021).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 13, 2021 | Class A Common Stock, par value $0.0001 per share | PPurchaseAcquired | +50,000 | $10.00 | +$500,000 | 50,000 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction (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 and Legacy Wheels Up.
Referenced by the price of 4 transactions in Table II.
- F2
50% of the shares subject to the stock option vested and became exercisable as of the closing of the Business Combination, and the remaining 50% will vest and become exercisable in equal installments on June 25, 2022 and June 25, 2023. The stock option will expire as of October 13, 2030.
- F3
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
The Profits Interests (Series 5) fully vested as of December 22, 2020, 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 on such date. The Profits Interests (Series 5) have a hurdle amount equal to $6.50 per interest.
- F5
The Profits Interests (Series 7) fully vested as of July 13, 2021, 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 on such date. The Profits Interests (Series 7) have a hurdle amount equal to $7.04 per interest.
- F6
25% of the Profits Interests (Series 9) vested on December 11, 2020, 25% vested as of July 13, 2021, and the remaining 50% will vest in equal installments on August 23, 2021 and August 23, 2022. The vested Profits Interests (Series 9) 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 9) have a hurdle amount equal to $7.56 per interest.
Remarks
This amendment is being filed solely to remove certain shares of Class A Common Stock that were previously reported in Table I as being beneficially owned by the Reporting Person because the Reporting Person does not have any pecuniary interest in such shares.