Sec Form 13G Filing - Steele ExpCo Holdings LLC filing for Blade Air Mobility Inc. (BLDE) - 2022-01-24

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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  UNITED STATES  
     
  SECURITIES AND EXCHANGE
COMMISSION		  
     
  Washington, D.C. 20549  

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934 

(Amendment No. 1)

 

BLADE AIR MOBILITY, INC.

(Name of Issuer)

 

CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE

(Title of Class of Securities)

 

092667104

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 092667104
  1. Name of Reporting Person
Experience Sponsor LLC
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
  3. SEC Use Only
  4. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 5. Sole Voting Power
11,875,000 (1)
6. Shared Voting Power
0
7. Sole Dispositive Power
11,875,000 (1)
8. Shared Dispositive Power
0
  9. Aggregate Amount Beneficially Owned by Each Reporting Person,875,000(1)
  10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

  11. Percent of Class Represented by Amount in Row (9)
15.7%(1)
  12. Type of Reporting Person (See Instructions)
OO
           

(1) Represents beneficial ownership as of December 31, 2021. As of the date of filing, the Reporting Person named above beneficially owned zero shares of Class A Common Stock, representing 0% of the outstanding Class A Common Stock.

 

2

 

 

CUSIP No. 092667104
  1. Name of Reporting Person
Steele ExpCo Holdings, LLC
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
  3. SEC Use Only
  4. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 5. Sole Voting Power
13,880,000 (1)
6. Shared Voting Power
0
7. Sole Dispositive Power
13,880,000 (1)
8. Shared Dispositive Power
0
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
13,880,000 (1)
  10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

  11. Percent of Class Represented by Amount in Row (9)
18.4%(1)
  12. Type of Reporting Person (See Instructions)
OO
           

(1) Represents beneficial ownership as of December 31, 2021. As of the date of filing, the Reporting Person named above beneficially owned 12,423,000 shares of Class A Common Stock, representing 16.6% of the outstanding Class A Common Stock.

 

3

 

 

CUSIP No. 092667104
  1. Name of Reporting Person
KSL Capital Partners V GP, LLC
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
  3. SEC Use Only
  4. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 5. Sole Voting Power
13,880,000 (1)
6. Shared Voting Power
0
7. Sole Dispositive Power
13,880,000 (1)
8. Shared Dispositive Power
0
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
13,880,000 (1)
  10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

  11. Percent of Class Represented by Amount in Row (9)
18.4%(1)
  12. Type of Reporting Person (See Instructions)
OO
           

(1) Represents beneficial ownership as of December 31, 2021. As of the date of filing, the Reporting Person named above beneficially owned 12,423,000 shares of Class A Common Stock, representing 16.6% of the outstanding Class A Common Stock.

 

4

 

 

CUSIP No. 092667104
  1. Name of Reporting Person
Eric Charles Resnick
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
  3. SEC Use Only
  4. Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 5. Sole Voting Power
13,880,000 (1)
6. Shared Voting Power
0
7. Sole Dispositive Power
13,880,000 (1)
8. Shared Dispositive Power
0
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
13,880,000 (1)
  10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

  11. Percent of Class Represented by Amount in Row (9)
18.4%(1)
  12. Type of Reporting Person (See Instructions)
IN
           

(1) Represents beneficial ownership as of December 31, 2021. As of the date of filing, the Reporting Person named above beneficially owned 12,423,000 shares of Class A Common Stock, representing 16.6% of the outstanding Class A Common Stock.

 

5

 

 

Item 1(a).

Name of Issuer

 

Blade Air Mobility, Inc., f/k/a Experience Investment Corp. (the “Issuer”)

Item 1(b).

Address of the Issuer’s Principal Executive Offices

 

499 East 34th Street

New York, NY 10016

Item 2(a).

Names of Persons Filing

 

Experience Sponsor LLC, Steel ExpCo Holdings, LLC, KSL Capital Partners V GP, LLC and Eric Charles Resnick (collectively, the “Reporting Persons”)

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

 

The address of the principal business and principal office of the Reporting Persons is c/o Steele ExpCo Holdings, LLC, 100 St. Paul St., Suite 800, Denver, CO 80206

Item 2(c).

Citizenship

 

Experience Sponsor LLC is a limited liability company formed in the State of Delaware. Steele ExpCo Holdings, LLC is a limited liability company formed in the State of Delaware. KSL Capital Partners V GP, LLC is a limited liability company formed in the State of Delaware. Eric Charles Resnick is a citizen of the United States.

Item 2(d).

Title of Class of Securities

 

Class A Common Stock, $0.0001 par value per share.

Item 2(e).

CUSIP Number

 

092667104

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
  (a) ¨ Broker or Dealer registered under Section 15 of the Exchange Act.
  (b) ¨ Bank as defined in Section 3(a)(b) or the Exchange Act.
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act.
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act.
  (e) ¨ An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
  (g) ¨ A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
  (h) ¨ A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

 

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  (i) o A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.
  (j) o Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
      Not applicable
Item 4. Ownership
 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

As of December 31, 2021, the Reporting Persons beneficially own an aggregate of 13,880,000 shares of Class A Common Stock, based on 6,875,000 shares of Class A Common Stock held by Experience Sponsor LLC, 2,005,000 shares of Class A Common Stock held by Steele ExpCo Holding, LLC, and 5,000,000 warrants to purchase Class A Common Stock held by Experience Sponsor LLC, representing approximately 18.4% of the Class A Common Stock, calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As of the date of filing, the Reporting Persons beneficially own an aggregate of 12,423,000 shares of Class A Common Stock, based on 7,923,000 shares of Class A Common Stock and 4,500,000 warrants to purchase Class A Common Stock held by Steele ExpCo Holding, LLC, representing approximately 16.6% of the Class A Common Stock, calculated pursuant to Rule 13d-3 under the Exchange Act.

 

The percentage of shares of Class A Common Stock held by the Reporting Persons is based upon 70,552,827 shares of Class A Common Stock and as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2021, plus the number of shares of Class A Common Stock underlying warrants held by the Reporting Persons. Steele ExpCo Holding, LLC, a Delaware limited liability company, is the managing member of Experience Sponsor LLC. KSL Capital Partners V GP, LLC, a Delaware limited liability company, is the managing member of Steele ExpCo Holdings, LLC. Eric Charles Resnick is the managing member of KSL Capital Partners V GP, LLC. As such, Steele ExpCo Holdings, LLC, KSL Capital Partners V GP, LLC and Eric Charles Resnick may be deemed to have or share voting and dispositive power of the securities held directly by Experience Sponsor LLC, and KSL Capital Partners V GP, LLC and Eric Charles Resnick may be deemed to have or share voting and dispositive power of the securities held directly by Steele ExpCo Holdings, LLC.

 

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

 

As of the date of this filing, Experience Sponsor LLC no longer beneficially owns more than five percent of the outstanding Class A Common Stock

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable

 

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Item 8. Identification and Classification of Members of the Group
Not Applicable
 
Item 9. Notice of Dissolution of Group
Not Applicable
 
Item 10. Certification
Not Applicable

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

DATE: January 21, 2022

 

  Experience Sponsor LLC
  By: Steele ExpCo Holdings, LLC, its managing member
  By: KSL Capital Partners V GP, LLC, its managing member
   
  /s/ Eric Charles Resnick
  Name: Eric Charles Resnick
  Title: Managing Member
   
  Steele ExpCo Holdings, LLC
  By: KSL Capital Partners V GP, LLC, its managing member
   
  /s/ Eric Charles Resnick
  Name: Eric Charles Resnick
  Title: Managing Member
   
  KSL Capital Partners V GP, LLC
   
  /s/ Eric Charles Resnick
  Name: Eric Charles Resnick
  Title: Managing Member
   
  Eric Charles Resnick
   
  /s/ Eric Charles Resnick

 

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