Statement of Changes in Beneficial Ownership (4)
June 01 2022 - 4:07PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Apollo Principal Holdings III GP Ltd |
2. Issuer Name and Ticker or Trading Symbol
Global Business Travel Group, Inc.
[
GBTG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O WALKERS CORPORATE LIMITED,, 190 ELGIN AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/27/2022 |
(Street)
GEORGE TOWN, E9 KY1-9008
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 5/27/2022 | | P(2) | | 2000000 | A | $10.00 | 2000000 | I | See Footnote (1) |
Class A Common Stock | 5/27/2022 | | J(4) | | 20345250 | A | (4) | 22345250 | I | See Footnote (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Ordinary Shares, par value $0.00005 | (3)(4) | 5/27/2022 | | J (4) | | | 20345250 | (3) | (3) | Class A Ordinary Shares | (3)(4) | (3)(4) | 0 | I | See Footnote (1) |
Warrants | $1.50 | | | | | | | (5) | (5) | Class A Common Stock (6) | 12224134 | | 12224134 | I | See Footnote (1) |
Explanation of Responses: |
(1) | See Exhibit 99.1. |
(2) | Acquired pursuant to a Subscription Agreement entered into on December 2, 2021, which was approved in advance by the Issuer's Board of Directors in accordance with Rule 16b-3. |
(3) | Prior to the Business Combination (as defined below), the Class B ordinary shares were convertible into Class A ordinary shares on a one-for-one basis (subject to certain anti-dilution adjustments) and had no expiration date. |
(4) | As described in the registration statement on Form S-4 (File No. 333-261820) of Apollo Strategic Growth Capital ("APSG"), now known as Global Business Travel Group, Inc. ("GBT"), the Class B ordinary shares of APSG held by the reporting person automatically converted into an equal number of shares of Class X common stock of GBT upon APSG's domestication into a Delaware corporation and immediately thereafter automatically converted into an equal number of shares of Class A common stock of GBT upon the closing of the business combination with GBT JerseyCo Limited (the "Business Combination"). The acquisition and disposition reported in connection with this footnote were approved in advance by the Issuer's Board of Directors in accordance with Rule 16b-3. |
(5) | The warrants will become exercisable on the later of 30 days after the completion of the Business Combination and 12 months from the closing of the Issuer's initial public offering on October 6, 2020, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. |
(6) | As a result of the closing of the Business Combination, the previously-reported outstanding warrants to purchase Class A ordinary shares automatically became exercisable for shares of Class A common stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Apollo Principal Holdings III GP Ltd C/O WALKERS CORPORATE LIMITED, 190 ELGIN AVENUE GEORGE TOWN, E9 KY1-9008 |
| X |
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APSG Sponsor, L.P. C/O WALKERS CORPORATE LIMITED, 190 ELGIN AVENUE GEORGE TOWN, E9 KY1-9008 |
| X |
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AP Caps II Holdings GP, LLC C/O WALKERS CORPORATE LIMITED, 190 ELGIN AVENUE GEORGE TOWN, E9 KY1-9008 |
| X |
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Apollo Principal Holdings III, L.P. C/O WALKERS CORPORATE LIMITED, 190 ELGIN AVENUE GEORGE TOWN, E9 KY1-9008 |
| X |
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Signatures
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[see signatures attached as Exhibit 99.2] | | 6/1/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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