Global Business Travel (GBTG) Form 4 Change in insider ownership

SEC Form 4

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^*

ASOF Investment Management LLC

(Last) (First) (Middle)

C/O ARES MANAGEMENT LLC

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. 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
Class A Common Stock	03/28/2023		J(1)		1,506,392	D	(1)	662,499	I	See footnotes(2)(3)(6)(7)
Class A Common Stock	03/28/2023		J(1)		1,506,392	A	(1)	3,675,285	I	See footnotes(2)(4)(6)(7)
Class A Common Stock								4,337,784	I	See footnotes(2)(5)(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

ASOF Investment Management LLC

(Last) (First) (Middle)

C/O ARES MANAGEMENT LLC

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ASOF Holdings I, L.P.

(Last) (First) (Middle)

C/O ARES MANAGEMENT LLC

2000 AVENUE OF THE STARS 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ASOF II A (DE) Holdings I, L.P.

(Last) (First) (Middle)

C/O ARES MANAGEMENT LLC

2000 AVENUE OF THE STARS 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ASOF II Holdings I, L.P.

(Last) (First) (Middle)

C/O ARES MANAGEMENT LLC

2000 AVENUE OF THE STARS 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

Explanation of Responses:

1. Represents a transfer by ASOF II A (DE) Holdings I, L.P. to ASOF II Holdings I, L.P. for no consideration.

2. This statement is being filed jointly by (i) ASOF Holdings I, L.P. ("ASOF Holdings I"), (ii) ASOF II A (DE) Holdings I, L.P. ("ASOF II A (DE) Holdings I"), (iii) ASOF II Holdings I, L.P. ("ASOF II Holdings I" and, together with ASOF Holdings I and ASOF II A (DE) Holdings I, the "Ares Holders"), (iv) ASOF Investment Management LLC ("ASOF Investment Management"), (v) Ares Management LLC, (vi) Ares Management Holdings L.P. ("Ares Management Holdings"), (vii) Ares Holdco LLC ("Ares Holdco"), (viii) Ares Management Corporation ("Ares Management"), (ix) Ares Voting LLC ("Ares Voting"), (x) Ares Management GP LLC ("Ares Management GP") and (xi) Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons").

3. Represents shares of Class A common stock held of record by ASOF II A (DE) Holdings I following the transactions reported herein.

4. Represents shares of Class A common stock held of record by ASOF II Holdings I following the transactions reported herein.

5. Represents shares of Class A common stock held of record by ASOF Holdings I following the transactions reported herein.

6. ASOF Investment Management is the manager of each of the Ares Holders. The sole member of ASOF Investment Management is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdco. The sole member of Ares Holdco is Ares Management. Ares Management GP is the sole holder of the Class B common stock of Ares Management (the "Ares Class B Common Stock") and Ares Voting is the sole holder of the Class C common stock of Ares Management (the "Ares Class C Common Stock"). Pursuant to Ares Management's Certificate of Incorporation in effect as of the date of this filing, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners.

7. Ares Partners is managed by a board of managers, which is composed of Michael J. Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over the Board Members' decisions. Each of the Reporting Persons, the Board Members and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this filing shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

Remarks:

Due to the limitations of the electronic filing system, Ares Management LLC, Ares Management Holdings L.P., Ares Holdco LLC, Ares Management Corporation, Ares Voting LLC, Ares Management GP LLC and Ares Partners Holdco LLC are filing a separate Form 4.

	ASOF Investment Management LLC, By: /s/ Christopher Kerezsi, Authorized Signatory	03/30/2023
	ASOF Holdings I, L.P., By: ASOF Investment Management LLC, its manager, By: /s/ Christopher Kerezsi, Authorized Signatory	03/30/2023
	ASOF II A (DE) Holdings I, L.P., By: ASOF Investment Management LLC, its manager, By: /s/ Christopher Kerezsi, Authorized Signatory	03/30/2023
	ASOF II Holdings I, L.P., By: ASOF Investment Management LLC, its manager, By: /s/ Christopher Kerezsi, Authorized Signatory	03/30/2023
	** 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).
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