Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Sep. 30, 2022
Noncontrolling Interest [Abstract]  
MIP LLC is a single purpose entity formed for the purpose of administering and effectuating the award of WUP profits interests to employees, consultants and other qualified persons. Wheels Up is the sole managing member of MIP LLC and, as a result, consolidates the financial results of MIP LLC. We record non-controlling interests representing the ownership interest in MIP LLC held by other members of MIP LLC. In connection with the Business Combination, the Seventh Amended and Restated LLC Agreement of WUP was adopted, allowing members of MIP LLC, subject to certain restrictions, to exchange their vested WUP profits interests for cash or a corresponding number of shares of Class A common stock, at the option of Wheels Up, based on the value of such WUP profits interests relative to their applicable participation threshold.
The decision of whether to exchange WUP profits interests for cash or Class A common stock is made solely at the discretion of Wheels Up. Accordingly, the WUP profits interests held by MIP LLC are treated as permanent equity and changes in the ownership interest of MIP LLC are accounted for as equity transactions. Future exchanges of WUP profits interests, if settled in Class A common stock at the discretion of Wheels Up, will reduce the amount recorded as non-controlling interests and increase additional paid-in-capital on the condensed consolidated balance sheets.
The calculation of non-controlling interests was as follows:
September 30, 2022 December 31, 2021
Number of WUP common units held by Wheels Up(1)
245,745,014  100.0  % 245,834,569  99.2  %
Number of vested WUP profits interests attributable to non-controlling interests(2)
—  % —  % 2,045,995  0.8  %
Total WUP common units and vested WUP profits interests outstanding 245,745,014  100.0  % 247,880,564  100.0  %
(1) WUP common units represent an equivalent ownership of Class A common stock outstanding.
(2) Based on the closing price of Class A common stock on the last trading day of the period covered by this Quarterly Report, there would be 0 WUP common units issuable upon conversion of vested and unvested WUP profits interests outstanding as of September 30, 2022.
Weighted-average ownership percentages are used to allocate net loss to Wheels Up and the non-controlling interest holders. The non-controlling interests weighted-average ownership percentage was 0.0% and 0.0% for the three and nine months ended September 30, 2022, respectively, and 1.4% and 5.1% for the three and nine months ended September 30, 2021, respectively.