Juweel Investors (SPC) Ltd - Jun 26, 2023 Form 4 Insider Report for Global Business Travel Group, Inc. (GBTG)

Signature
/s/ Tom LaMacchia, Authorized Signatory
Stock symbol
GBTG
Transactions as of
Jun 26, 2023
Transactions value $
$0
Form type
4
Date filed
6/28/2023, 04:07 PM
Previous filing
Jun 6, 2022
Next filing
Jul 12, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GBTG B Ordinary Shares of JerseyCo Other $0 -4.41M -2.72% $0.00 158M Jun 26, 2023 Class A Common Stock 4.41M Direct F1, F2, F4
transaction GBTG C Ordinary Shares of JerseyCo Other $0 -158K -2.72% $0.00 5.64M Jun 26, 2023 B Ordinary Shares of JerseyCo 158K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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"), 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").
F2 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.
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 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.
F4 Juweel distributed these shares to a member of Juweel in redemption of its interests in Juweel.