0001104659-23-080001.txt : 20230711 0001104659-23-080001.hdr.sgml : 20230711 20230711163449 ACCESSION NUMBER: 0001104659-23-080001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230710 FILED AS OF DATE: 20230711 DATE AS OF CHANGE: 20230711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS CO CENTRAL INDEX KEY: 0000004962 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39576 FILM NUMBER: 231082473 BUSINESS ADDRESS: STREET 1: 200 VESEY STREET STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 MAIL ADDRESS: STREET 1: 200 VESEY STREET STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Global Business Travel Group, Inc. CENTRAL INDEX KEY: 0001820872 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 980598290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 666 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-329-7200 MAIL ADDRESS: STREET 1: 666 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Apollo Strategic Growth Capital DATE OF NAME CHANGE: 20200812 4 1 tm2320897-1_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-07-10 0 0001820872 Global Business Travel Group, Inc. GBTG 0000004962 AMERICAN EXPRESS CO 200 VESEY STREET NEW YORK NY 10285 1 0 1 0 0 Class A Common Stock 2023-07-10 4 M 0 157786199 A 157786199 I By Amex HoldCo. B Ordinary Shares of JerseyCo 2023-07-10 4 M 0 157786199 D Class A Common Stock 157786199 0 I By Amex HoldCo. C Ordinary Shares of JerseyCo Class A Common Stock 5637394 5637394 I By Amex HoldCo. On July 10, 2023, American Express Travel Holdings Netherlands Cooperatief U.A., an indirect, wholly-owned subsidiary of the Reporting Person ("Amex HoldCo."), exchanged 157,786,199 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"). 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. 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 Amex HoldCo., Juweel Investors (SPC) Limited ("Juweel") and EG Corporate Travel Holdings LLC ("Expedia") 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, Amex HoldCo., Juweel and Expedia. 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 Amex HoldCo. shall automatically and without further action on the part of any person be cancelled in exchange for an equal number of Class A Common Stock; or (ii) $15.00, then the remaining C Ordinary Shares held by Amex 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. On May 27, 2022, Amex HoldCo. entered into a shareholders agreement with the Issuer, JerseyCo, Juweel and Expedia (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 Expedia 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 Amex 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 Raymond Joabar and Richard Petrino were elected to the board of directors of the Issuer as representatives of the Reporting Person. /s/ Kristina V. Fink, Corporate Secretary 2023-07-11