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