| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | GBTG | B Ordinary Shares of JerseyCo | May 27, 2022 | Class A Common Stock | 74.3M | By Expedia HoldCo | F1, F2 | |||||||
| holding | GBTG | C Ordinary Shares of JerseyCo | May 27, 2022 | B Ordinary Shares of JerseyCo | 2.65M | By Expedia HoldCo | F3 |
| Id | Content |
|---|---|
| F1 | 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"), EG Corporate Travel Holdings LLC, an indirect, wholly-owned subsidiary of the Reporting Person ("Expedia HoldCo."), received 74,274,198 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"). |
| F2 | Expedia HoldCo. also entered into an exchange agreement dated May 27, 2022 (the "Exchange Agreement") with the Issuer, JerseyCo, Juweel Investors (SPC) Limited ("Juweel") and American Express Travel Holdings Netherlands Cooperatief U.A. ("Amex HoldCo.") 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. |
| F3 | 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 Expedia HoldCo. 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 Expedia HoldCo. 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. |
On May 27, 2022, Expedia HoldCo. entered into a shareholders agreement with the Issuer, JerseyCo, Juweel and Amex HoldCo. (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 Amex HoldCo. for purposes of the Securities Exchange Act of 1934, as amended (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 Expedia 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 Eric Hart was elected to the board of directors of the Issuer as representative of the Reporting Person.