Sec Form 3 Filing - Cabezas Eric @ Wheels Up Experience Inc. - 2022-05-18

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cabezas Eric 2. Issuer Name and Ticker or Trading Symbol Wheels Up Experience Inc. [ UP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim CFO (Last) (First) (Middle) C/O WHEELS UP EXPERIENCE INC.,, 601 WEST 26TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2022 (Street) NEW YORK, NY10001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, par value $0.0001 per share 82,581( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 7.04 ( 2 ) 04/30/2029 Class A Common Stock, par value $0.0001 per share 69,058 D Stock Option (right to buy) $ 7.56 ( 3 ) 12/11/2029 Class A Common Stock, par value $0.0001 per share 115,098 D Stock Option (right to buy) $ 8.39 ( 4 ) 11/25/2030 Class A Common Stock, par value $0.0001 per share 23,019 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cabezas Eric C/O WHEELS UP EXPERIENCE INC., 601 WEST 26TH STREET NEW YORK, NY10001 Interim CFO Signatures /s/ Mark Sorensen as attorney-in-fact for Eric Cabezas 05/20/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Class A Common Stock of the Issuer ("Class A Common Stock") subject to 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 upon vesting. 81,081 shares of Class A Common Sock subject to the RSUs will vest three equal annual installments on each of February 16, 2023, 2024, and 2025, subject to the Reporting Person's continued service to the Issuer and 1,500 shares of Class A Common Stock subject to the RSUs will vest on November 1, 2022, subject to the Reporting Person's continued service to the Issuer. ( 2 )100%of the shares subject to the stock options vested as of January 12, 2022. The option was granted on April 30, 2019. ( 3 )75% of the shares subject to the stock options vested on December 11, 2020, July 13, 2021 and August 24, 2021 and the remaining 25% will vest on August 24, 2022. The option was granted on December 11, 2019. ( 4 )50% of the shares subject to the stock options vested on July 13, 2021 and August 7, 2021, and the remaining 50% will vest on August 7, 2022 and August 7, 2023. The option was granted on November 25, 2020.

Remarks: Exhibit List: Exhibit 24.1 - Power of Attorney

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