Quarterly report pursuant to Section 13 or 15(d)

NET INCOME (LOSS) PER SHARE

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NET INCOME (LOSS) PER SHARE
9 Months Ended
Sep. 30, 2021
Earnings Per Share [Abstract]  
NET INCOME (LOSS) PER SHARE NET INCOME (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share data):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Numerator:
Net income (loss) attributable to Wheels Up Experience Inc. - basic and diluted $ (58,485) $ 18,909  $ (114,050) $ (47,348)
Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted 235,341  165,055  191,057  161,649 
Basic and diluted net income (loss) per share of Class A common stock $ (0.25) $ 0.11  $ (0.60) $ (0.29)
There were no dividends declared or paid for the three and nine months ended September 30, 2021 or 2020.
Basic and diluted net income (loss) per share were computed using the two-class method. The two-class method is an allocation formula that determines earnings or loss per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings or losses. Shares of unvested restricted stock are considered participating securities because these awards contain a non-forfeitable right to participate equally in any dividends prior to forfeiture of the restricted stock, if any, irrespective of whether the awards ultimately vest. WUP restricted interests were converted into shares of restricted stock as of the Closing Date (see Note 3). All issued and outstanding shares of restricted stock, whether vested or unvested, are included in the weighted-average shares of Class A common stock outstanding beginning on the Closing Date.
Profits interests held by other members of MIP LLC, which comprise the non-controlling interests (see Note 15), are not subject to the net income (loss) per share calculation until such time the vested profits interests are actually exchanged for shares of Class A common stock.
The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Warrants 10,870,308  —  3,623,436  — 
Earnout Shares 7,813,187  —  2,604,396  — 
RSUs 836,499  —  279,858  — 
Stock options 16,879,379  11,153,335  16,463,474  10,494,947 
Total anti-dilutive securities 36,399,373  11,153,335  22,971,164  10,494,947