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^*

Juweel Investors (SPC) Ltd

(Last) (First) (Middle)

350 MADISON AVENUE

8TH FLOOR

(Street)

NEW YORK NY 10017

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2023

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

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

X	Form filed by One Reporting Person
	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

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
B Ordinary Shares of JerseyCo	(1)(2)	06/26/2023		J(4)			4,409,422.99	(1)(2)	(1)(2)	Class A Common Stock	4,409,422.99	$0	157,978,661.01	D
C Ordinary Shares of JerseyCo	(3)	06/26/2023		J(4)			157,540.11	(3)	(3)	B Ordinary Shares of JerseyCo	157,540.11	$0	5,644,269.89	D

Explanation of Responses:

1. On May 27, 2022 (the "Closing Date"), in connection with the consummation of the transactions contemplated by the business combination agreement (the "Business Combination Agreement") dated December 2, 2021 between Apollo Strategic Growth Capital and GBT JerseyCo Limited ("JerseyCo"), Juweel Investors (SPC) Ltd ("Juweel"), received 162,388,084 B Ordinary Shares of JerseyCo (the "B Ordinary Shares") and an equal number of shares of Class B Common Stock (the "Class B Common Stock") of Global Business Travel Group, Inc. (the "Issuer").

2. Juweel also entered into an exchange agreement dated May 27, 2022 (the "Exchange Agreement") with the Issuer, JerseyCo, American Express Travel Holdings Netherlands Cooperatief U.A. ("Amex HoldCo.") and EG Corporate Travel Holdings LLC ("Expedia") giving it the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange its B Ordinary Shares (with automatic cancellation of an equal number of shares of Class B Common Stock) for an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock") on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends, reclassifications and other similar transactions or, in certain limited transactions, at the option of a committee of independent directors of the Issuer, for cash.

3. Pursuant to the Business Combination Agreement, if at any time during the five years following the Closing Date, the dollar volume-weighted average price of the Class A Common Stock is, for any 20 trading days within a period of 30 consecutive trading days, greater than or equal to (i) $12.50, then one-half of the number of C Ordinary Shares of JerseyCo (the "C Ordinary Shares") held by Juweel shall automatically and without further action on the part of any person be converted and re-designated into an equal number of B Ordinary Shares; or (ii) $15.00, then the remaining C Ordinary Shares held by Juweel shall automatically and without further action on the part of any person be converted and re-designated into an equal number of B Ordinary Shares.

4. Juweel distributed these shares to a member of Juweel in redemption of its interests in Juweel.

	/s/ Tom LaMacchia, Authorized Signatory	06/28/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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