| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Global Business Travel Group, Inc. [ GBTG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/27/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Employee Stock Option (right to buy) | $5.74 | 05/27/2022 | A(1) | 1,402,543 | (2) | 03/30/2025 | Class A Common Stock | 1,402,543 | (1) | 1,402,543 | D | ||||
| Employee Stock Option (right to buy) | $6.69 | 05/27/2022 | A(1) | 525,953 | (3) | 05/24/2026 | Class A Common Stock | 525,953 | (1) | 525,953 | D | ||||
| Employee Stock Option (right to buy) | $10.03 | 05/27/2022 | A(1) | 994,508 | (4) | 12/02/2031 | Class A Common Stock | 994,508 | (1) | 994,508 | D | ||||
| Class C Ordinary Shares(5) | (5) | 05/27/2022 | A(5) | 68,901 | (5) | (5) | Class A Common Stock | 68,901 | (5) | 68,901 | D | ||||
| Explanation of Responses: |
| 1. Represents equity awards granted by GBT JerseyCo Limited ("GBT") that have been converted into equity awards of Apollo Strategic Growth Capital (which subsequently changed its name to "Global Business Travel Group, Inc.", the "Issuer") pursuant to the terms of the business combination agreement, dated as of December 2, 2021, entered into by and between GBT and the Issuer (the "Business Combination Agreement"), pursuant to which the Issuer acquired GBT (the "Business Combination"). The Business Combination closed on May 27, 2022. |
| 2. Represents stock options originally granted by GBT on March 30, 2015 that are fully vested. |
| 3. Represents stock options originally granted by GBT on May 24, 2016 that are fully vested. |
| 4. Represents stock options originally granted by GBT on December 2, 2021 and that vest in three equal annual installments beginning on December 2, 2022. |
| 5. Reflects Class C ordinary shares of the Issuer ("Earnout Shares") acquired in the Business Combination for equity of GBT held by the reporting person prior to the closing of the Business Combination. Pursuant to the terms of the Business Combination Agreement, these Earnout Shares will automatically convert into Class A common stock of the Issuer ("Class A Shares"), if, from the closing of the Business Combination until the fifth anniversary thereof, the volume-weighted average price of the Class A Shares exceeds certain thresholds as discussed below. One half of these Earnout Shares will automatically convert into Class A Shares if the volume-weighted average price of the Class A Shares exceeds $12.50 for any 20 trading days within any 30 trading day period, and other half will automatically convert if the volume-weighted average price of the Class A shares exceeds $15.00 for any 20 trading days within any 30 trading day period. |
| Remarks: |
| Title: Chief Legal Officer & Global Head of Mergers & Acquisitions and Compliance & Corporate Secretary |
| /s/ Jennifer Giampietro, as Attorney-in-Fact | 06/01/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
