Key facts
- This page summarizes Expedia Group, Inc.'s Form 4 filing for Global Business Travel Group, Inc. (GBTG).
- 2 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 12 Jul 2023, 16:39.
Expedia Group, Inc. - 10 Jul 2023 Form 4 Insider Report for Global Business Travel Group, Inc. (GBTG)
- Reporting relationship
- Director, 10%+ Owner
- Issuer ticker
- GBTG
- Reported as of
- 10 Jul 2023
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 12 Jul 2023, 16:39:30 UTC
- Prior SEC filing
- 26 Jun 2023
- Source filing
- View source filing
- Reporting owner signature
- /s/ Michael Marron, Senior Vice President, Legal and Assistant Secretary
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Expedia Group, Inc. filed Form 4 for Global Business Travel Group, Inc. (GBTG) on 12 Jul 2023.
Change
- Previous filing in this sequence was filed on 26 Jun 2023.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
GBTG
transaction
Class A Common Stock
Options Exercise
- Transaction value
- Shares
- +74,274,198
- Change %
- +12908%
- Price
- Shares after
- 74,849,607
- Date
- 10 Jul 2023
- Ownership
- By Expedia HoldCo.
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
GBTG
transaction
Derivative
B Ordinary Shares of JerseyCo
Options Exercise
- Transaction value
- Shares
- -74,274,198
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 10 Jul 2023
- Ownership
- By Expedia HoldCo.
- Underlying class
- Class A Common Stock
- Underlying amount
- 74,274,198
- Exercise price
- Footnotes
- F1, F2
GBTG
holding
Derivative
C Ordinary Shares of JerseyCo
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 2,653,673
- Date
- 10 Jul 2023
- Ownership
- By Expedia HoldCo.
- Underlying class
- Class A Common Stock
- Underlying amount
- 2,653,673
- Exercise price
- Footnotes
- F3, F4
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 4 footnotes
Footnote 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").
Footnote 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.
Footnote 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.
Footnote 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.
SEC 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.