Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] 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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Mullen Michael G	2. Issuer Name and Ticker or Trading Symbol Wheels Up Experience Inc. [ UP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O WHEELS UP EXPERIENCE INC.,, 601 WEST 26TH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 7/13/2021
(Street) NEW YORK, NY 10001 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.0001 per share	7/13/2021		A		30965	A	⁽¹⁾	30965	I	Held by MGM Consulting, LLC ⁽²⁾
Class A Common Stock, par value $0.0001 per share	7/13/2021		A		5000	A	$10.00 ⁽³⁾	5000	I	Held by The 2019 Michael G. Mullen Irrevocable Trust dated October 24, 2019 ⁽⁴⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$6.50	7/13/2021		A ⁽¹⁾		34529		⁽⁵⁾	⁽⁵⁾	Class A Common Stock, par value $0.0001 per share	34529	⁽¹⁾	34529	D
Stock Option (right to buy)	$7.56	7/13/2021		A ⁽¹⁾		23019		⁽⁶⁾	⁽⁶⁾	Class A Common Stock, par value $0.0001 per share	23019	⁽¹⁾	23019	D
Profits Interests (Series 7) ⁽⁷⁾	⁽⁸⁾	7/13/2021		A ⁽¹⁾		23019		⁽⁸⁾	⁽⁸⁾	Class A Common Stock, par value $0.0001 per share	23019	⁽¹⁾	23019	D
Profits Interests (Series 9) ⁽⁷⁾	⁽⁹⁾	7/13/2021		A ⁽¹⁾		34529		⁽⁹⁾	⁽⁹⁾	Class A Common Stock, par value $0.0001 per share	34529	⁽¹⁾	34529	D

Explanation of Responses:
(1)	Received in connection with Aspirational Consumer Lifestyle Corp.'s ("Aspirational") business combination transaction 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.
(2)	30,965 shares of Class A Common Stock are held indirectly through MGM Consulting, LLC, an entity controlled by the Reporting Person.
(3)	As previously disclosed, on February 1, 2021, the Issuer entered into subscription agreements with certain investors (the "PIPE investors") pursuant to which such investors agreed to purchase, substantially concurrently with the closing of the Business Combination, an aggregate of $550,000,000 of the Issuer's shares of Class A Common Stock at a price of $10.00 per share, or an aggregate of 55,000,000 shares of Class A Common Stock. The 2019 Michael G. Mullen Irrevocable Trust dated October 24, 2019 is among the PIPE Investors.
(4)	5,000 shares of Class A Common Stock are held indirectly through The 2019 Michael G. Mullen Irrevocable Trust dated October 24, 2019, of which the Reporting Person's spouse is the sole trustee. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock held by the trust except to the extent of the Reporting Person's pecuniary interest therein.
(5)	The stock option fully vested and became exercisable as of February 8, 2021, and expires on February 8, 2027.
(6)	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 on November 13, 2030.
(7)	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.
(8)	The Profits Interests (Series 7) fully vested as of July 13, 2021, and have no expiration date. The vested Profits Interests (Series 7) 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.
(9)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mullen Michael G C/O WHEELS UP EXPERIENCE INC., 601 WEST 26TH STREET NEW YORK, NY 10001	X