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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3235-0287

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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 * Adelman David J.	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) 11/15/2021
(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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.0001 per share								17500	D
Class A Common Stock, par value $0.0001 per share	11/15/2021		P		100000	A	$6.00 (1)	200000	I	Held by Darco Capital LP (2)
Class A Common Stock, par value $0.0001 per share	11/16/2021		P		100000	A	$5.56 (3)	300000	I	Held by Darco Capital LP (2)
Class A Common Stock, par value $0.0001 per share								1071851	I	Held by Darco Wheels Up LLC

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	This price is a weighted average price. These shares ("Shares") of Class A Common Stock of Wheels Up Experience Inc. were purchased in multiple transactions at prices ranging from $5.995 to $6.00, inclusive. The reporting person has provided to the Issuer, and undertakes to provide any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the ranges set forth in this report.
(2)	The 300,000 Shares are held indirectly through Darco Capital LP, an entity controlled by the Reporting Person.
(3)	This price is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $5.51 to $5.61, inclusive. The reporting person has provided to the Issuer, and undertakes to provide any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the ranges set forth in this report.

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

Signatures
/s/ Mark Sorensen as attorney-in-fact for David J Adelman		11/17/2021
**Signature of Reporting Person		Date