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*
(Street)
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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) 07/10/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 07/10/2023 | M(2) | 157,786,199 | A | (1) | 157,786,199 | I | By Amex HoldCo. | ||
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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 | ||||||||
| B Ordinary Shares of JerseyCo | (1) | 07/10/2023 | M(2) | 157,786,199 | (1) | (1) | Class A Common Stock | 157,786,199 | (1) | 0 | I | By Amex HoldCo. | |||
| C Ordinary Shares of JerseyCo | (3)(4) | (3)(4) | (3)(4) | Class A Common Stock | 5,637,394 | 5,637,394 | I | By Amex HoldCo. | |||||||
| Explanation of Responses: |
| 1. On July 10, 2023, American Express Travel Holdings Netherlands Cooperatief U.A., an indirect, wholly-owned subsidiary of the Reporting Person ("Amex HoldCo."), exchanged 157,786,199 B Ordinary Shares (the "B Ordinary Shares") of GBT JerseyCo Limited ("JerseyCo") and an equal number of shares of Class B Common Stock (the "Class B Common Stock") of Global Business Travel Group, Inc. (the "Issuer") for an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock") as part of a series of transactions that simplify the organizational structure of the Issuer by eliminating the Issuer's umbrella partnership-C corporation structure (the "Corporate Simplification"). |
| 2. Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rules 16b-3 and 16b-6 promulgated thereunder. |
| 3. In connection with the Corporate Simplification, the Issuer and JerseyCo also entered into an amendment (the "BCA Amendment") to the business combination agreement dated December 2, 2021 between the Issuer (f/k/a Apollo Strategic Growth Capital) and JerseyCo and a letter agreement amending the Shareholders Agreement (as defined below), to provide, among other things, that the C Ordinary Shares of JerseyCo (the "C Ordinary Shares") owned by Amex HoldCo., Juweel Investors (SPC) Limited ("Juweel") and EG Corporate Travel Holdings LLC ("Expedia") will be, upon satisfaction of the conditions described in the following sentence, cancelled in exchange for shares of Class A Common Stock, rather than for shares of Class B Common Stock and B Ordinary Shares, which would be exchangeable for shares of Class A Common Stock under the exchange agreement dated May 27, 2022 among the Issuer, JerseyCo, Amex HoldCo., Juweel and Expedia. |
| 4. Pursuant to the BCA Amendment, if at any time during the five years following May 27, 2022, 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 held by Amex HoldCo. shall automatically and without further action on the part of any person be cancelled in exchange for an equal number of Class A Common Stock; or (ii) $15.00, then the remaining C Ordinary Shares held by Amex HoldCo. shall automatically and without further action on the part of any person be cancelled in exchange for an equal number of shares of Class A Common Stock. |
| Remarks: |
| On May 27, 2022, Amex HoldCo. entered into a shareholders agreement with the Issuer, JerseyCo, Juweel and Expedia (as amended from time to time, the "Shareholders Agreement"). By virtue of the Shareholders Agreement and the obligations and rights thereunder, the Reporting Person may be deemed to be in a "group" with Juweel and Expedia for purposes of the Exchange Act. This filing shall not be deemed an admission that such persons constitute a "group" for purposes of the Exchange Act and the Reporting Person expressly disclaims such group membership and any pecuniary interest in any securities not directly owned by Amex HoldCo. The Reporting Person may be deemed a director by deputization for purposes of Section 16 of the Exchange Act by virtue of the fact that Raymond Joabar and Richard Petrino were elected to the board of directors of the Issuer as representatives of the Reporting Person. |
| /s/ Kristina V. Fink, Corporate Secretary | 07/11/2023 | |
| ** 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). | ||
| 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. | ||