0000950103-23-016446.txt : 20231117 0000950103-23-016446.hdr.sgml : 20231117 20231117173624 ACCESSION NUMBER: 0000950103-23-016446 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231115 FILED AS OF DATE: 20231117 DATE AS OF CHANGE: 20231117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Knighthead Opportunities Capital Management, LLC CENTRAL INDEX KEY: 0001994746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39541 FILM NUMBER: 231420155 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 22ND FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 1-212-356-2914 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 22ND FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Certares Opportunities LLC CENTRAL INDEX KEY: 0001871984 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39541 FILM NUMBER: 231420156 BUSINESS ADDRESS: STREET 1: 350 MADISON AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-624-2946 MAIL ADDRESS: STREET 1: 350 MADISON AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CK Opportunities GP, LLC CENTRAL INDEX KEY: 0001994765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39541 FILM NUMBER: 231420157 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 22ND FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 1-212-356-2914 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 22ND FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CK Wheels LLC CENTRAL INDEX KEY: 0001994757 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39541 FILM NUMBER: 231420158 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 22ND FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 1-212-356-2914 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 22ND FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wheels Up Experience Inc. CENTRAL INDEX KEY: 0001819516 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 981617611 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 601 WEST 26TH STREET STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 1-855-359-8760 MAIL ADDRESS: STREET 1: 601 WEST 26TH STREET STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: Aspirational Consumer Lifestyle Corp. DATE OF NAME CHANGE: 20200729 4 1 dp202946_4-wheels.xml FORM 4 X0508 4 2023-11-15 0 0001819516 Wheels Up Experience Inc. UP 0001994757 CK Wheels LLC KNIGHTHEAD OPPORTUNITIES CAPITAL MGMT 280 PARK AVENUE, FLOOR 22 NEW YORK NY 10017 0 0 1 0 0001994765 CK Opportunities GP, LLC KNIGHTHEAD OPPORTUNITIES CAPITAL MGMT 280 PARK AVENUE, FLOOR 22 NEW YORK NY 10017 0 0 1 0 0001871984 Certares Opportunities LLC 350 MADISON AVENUE FLOOR 8 NEW YORK NY 10017 0 0 1 0 0001994746 Knighthead Opportunities Capital Management, LLC 280 PARK AVENUE FLOOR 22 NEW YORK NY 10017 0 0 1 0 0 Common Stock 2023-11-15 4 P 0 197606206 A 258169208 D 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. 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. CK WHEELS LLC, By: /s/ Thomas LaMacchia, Authorized Signatory, By /s/ Laura L. Torrado, Authorized Signatory 2023-11-17 CK OPPORTUNITIES GP, LLC, By: /s/ Thomas LaMacchia, Authorized Signatory, By /s/ Laura L. Torrado, Authorized Signatory 2023-11-17 CERTARES OPPORTUNITIES LLC, By: CERTARES MANAGEMENT LLC, its Sole Member by /s/ Thomas LaMacchia, Authorized Signatory 2023-11-17 KNIGHTHEAD OPPORTUNITIES CAPITAL MANAGEMENT, LLC, By: /s/ Laura L. Torrado, General Counsel 2023-11-17