Sec Form 3 Filing - CK Wheels LLC @ Wheels Up Experience Inc. - 2023-09-20

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 CK Wheels LLC 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) KNIGHTHEAD OPPORTUNITIES CAPITAL MGMT, 280 PARK AVENUE, FLOOR 22 3. Date of Earliest Transaction (MM/DD/YY) 09/20/2023 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 60,563,002 ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CK Wheels LLC KNIGHTHEAD OPPORTUNITIES CAPITAL MGMT 280 PARK AVENUE, FLOOR 22 NEW YORK, NY10017 X CK Opportunities GP, LLC KNIGHTHEAD OPPORTUNITIES CAPITAL MGMT 280 PARK AVENUE, FLOOR 22 NEW YORK, NY10017 X Certares Opportunities LLC 350 MADISON AVENUE FLOOR 8 NEW YORK, NY10017 X Knighthead Opportunities Capital Management, LLC 280 PARK AVENUE FLOOR 22 NEW YORK, NY10017 X Signatures CK WHEELS LLC, By: /s/ Thomas LaMacchia, Authorized Signatory, By: /s/ Laura L. Torrado, Authorized Signatory 09/29/2023 Signature of Reporting Person Date CK OPPORTUNITIES GP, LLC, By: /s/ Thomas LaMacchia, Authorized Signatory, By: /s/ Laura L. Torrado, Authorized Signatory 09/29/2023 Signature of Reporting Person Date CERTARES OPPORTUNITIES LLC, By: CERTARES MANAGEMENT LLC, its Sole Member, By: /s/ Thomas LaMacchia, Authorized Signatory 09/29/2023 Signature of Reporting Person Date KNIGHTHEAD OPPORTUNITIES CAPITAL MANAGEMENT, LLC, By: /s/ Laura L. Torrado, General Counsel 09/29/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 20, 2023 (the "Closing Date"), the Reporting Persons entered into a Credit Agreement (the "Credit Agreement") by and among Wheels Up Experience Inc. (the "Issuer"), as borrower, certain subsidiaries of the Issuer as guarantors, CK Wheels LLC ("CK Wheels") and certain other lenders party thereto (collectively with the Reporting Person, the "Lenders"). In connection with the entry into the Credit Agreement and the extension of credit thereunder, the Issuer and Lenders entered into an Investment and Investor Rights Agreement, dated as of the Closing Date, pursuant to which the Issuer issued to CK Wheels 60,563,002 shares of the Issuer's Class A common stock, par value $0.0001 per share. The reported securities are directly held by CK Wheels, for which CK Opportunities GP, LLC ("CK GP") is as the sole voting member. CK GP is indirectly owned 47.5% by affiliates of Certares Opportunities LLC and 47.5% by affiliates Knighthead Opportunities Capital Management, LLC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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