Expedia Group, Inc. - Jul 10, 2023 Form 4 Insider Report for Global Business Travel Group, Inc. (GBTG)

Role: Director, 10%+ Owner
Signature: /s/ Michael Marron, Senior Vice President, Legal and Assistant Secretary
Stock symbol: GBTG
Transactions as of: Jul 10, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/12/2023, 04:39 PM
Previous filing: Jun 26, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GBTG	Class A Common Stock	Options Exercise		+74.3M	+12908.07%		74.8M	Jul 10, 2023	By Expedia HoldCo.	F1, F2

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	Options Exercise		-74.3M	-100%		0	Jul 10, 2023	Class A Common Stock	74.3M		By Expedia HoldCo.	F1, F2
holding	GBTG	C Ordinary Shares of JerseyCo						2.65M	Jul 10, 2023	Class A Common Stock	2.65M		By Expedia HoldCo.	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 10, 2023, EG Corporate Travel Holdings LLC, an indirect, wholly-owned subsidiary of the Reporting Person ("Expedia HoldCo."), exchanged 74,274,198 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").
F2	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.
F3	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 Expedia HoldCo., Juweel Investors (SPC) Limited ("Juweel") and American Express Travel Holdings Netherlands Cooperatief U.A. ("Amex HoldCo.") 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, Expedia HoldCo., Juweel and Amex HoldCo.
F4	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 Expedia 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; 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 cancelled in exchange for an equal number of shares of Class A Common Stock.

Remarks:

On May 27, 2022, Expedia HoldCo. entered into a shareholders agreement with the Issuer, JerseyCo, Juweel and Amex HoldCo. (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 Amex HoldCo. 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 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 Expedia HoldCo.