Martine Gerow - May 27, 2022 Form 4 Insider Report for Global Business Travel Group, Inc. (GBTG)

Role: Chief Financial Officer
Signature: /s/ Jennifer Giampietro, as Attorney-in-Fact
Stock symbol: GBTG
Transactions as of: May 27, 2022
Transactions value $: $0
Form type: 4
Date filed: 6/1/2022, 05:44 PM
Next filing: Aug 16, 2022

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	Employee Stock Option (right to buy)	Award		+964K			964K	May 27, 2022	Class A Common Stock	964K	$6.72	Direct	F1, F2
transaction	GBTG	Employee Stock Option (right to buy)	Award		+307K			307K	May 27, 2022	Class A Common Stock	307K	$14.58	Direct	F1, F3
transaction	GBTG	Employee Stock Option (right to buy)	Award		+1.07M			1.07M	May 27, 2022	Class A Common Stock	1.07M	$10.03	Direct	F1, F4
transaction	GBTG	Class C Ordinary Shares	Award		+45.4K			45.4K	May 27, 2022	Class A Common Stock	45.4K		Direct	F5

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

Explanation of Responses:

Id	Content
F1	Represents equity awards granted by GBT JerseyCo Limited ("GBT") that have been converted into equity awards of Apollo Strategic Growth Capital (which subsequently changed its name to "Global Business Travel Group, Inc.", the "Issuer") pursuant to the terms of the business combination agreement, dated as of December 2, 2021, entered into by and between GBT and the Issuer (the "Business Combination Agreement"), pursuant to which the Issuer acquired GBT (the "Business Combination"). The Business Combination closed on May 27, 2022.
F2	Represents stock options originally granted by GBT on May 23, 2017 and that vest in five equal annual installments beginning on July 1, 2017.
F3	Represents stock options originally granted by GBT on September 25, 2019 and that vest in five equal annual installments beginning on October 1, 2019.
F4	Represents stock options originally granted by GBT on December 2, 2021 and that vest in three equal annual installments beginning on December 2, 2022.
F5	Reflects Class C ordinary shares of the Issuer ("Earnout Shares") acquired in the Business Combination for equity of GBT held by the reporting person prior to the closing of the Business Combination. Pursuant to the terms of the Business Combination Agreement, these Earnout Shares will automatically convert into Class A common stock of the Issuer ("Class A Shares), if, from the closing of the Business Combination until the fifth anniversary thereof, the volume-weighted average price of the Class A Shares exceeds certain thresholds as discussed below. One half of these Earnout Shares will automatically convert into Class A Shares if the volume-weighted average price of the Class A Shares exceeds $12.50 for any 20 trading days within any 30 trading day period, and other half will automatically convert if the volume-weighted average price of the Class A Shares exceeds $15.00 for any 20 trading days within any 30 trading day period.