Global Business Travel Group Inc.
Global Business Travel Group Inc.
11/21/2024 | Press release | Distributed by Public on 11/21/2024 15:56
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| C Ordinary Shares of JerseyCo | (5) | 11/19/2024 | J(1) | 27,714 | (5) | (5) | Class A Common Stock | 27,714 | (1) | 731,760 | I | See Footnotes(1)(2)(3)(4) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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OHara Michael Gregory C/O GLOBAL BUSINESS TRAVEL GROUP, INC. 666 THIRD AVENUE NEW YORK, NY 10017 |
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Signatures
| /s/ Jennifer Giampietro, as Attorney-in-Fact | 11/21/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | On November 19, 2024, pursuant to a pro rata distribution transaction between Certares Master, LP ("Certares"), on the one hand, and all of its limited partners, on the other hand (the "Distribution Deed"), Certares distributed to its limited partners the interests in the Issuer and GBT JerseyCo Limited ("JerseyCo"). |
| (2) | Reflects securities held directly by PecosCo Limited Partnership, HMC Juweel Holdings, LP, Certares Sponsor Investor (Delaware) LLC, the 2014 O'Hara Family Trust and Clementine Investments LLC. Certares Sponsor Investor (Delaware) LLC is controlled by its largest common shareholder, Certares Travel Holdings, LP. Certares Management Limited is the General Partner of each of PecosCo Limited Partnership, HMC Juweel Holdings, LP and Certares Travel Holdings, LP. Messrs. Michael Gregory O'Hara, Henry Briance and Spencer Marsden are the directors of Certares Management Limited and as such may be deemed to have voting and dispositive control of the securities held of record by PecosCo Limited Partnership, HMC Juweel Holdings, LP and Certares Travel Holdings, LP. |
| (3) | Due to a 1,000 character limit, Footnote 3 is a continuation of Footnote 2: Mr. Spencer Marsden is the trustee of the 2014 O'Hara Family Trust and as such may be deemed to have voting and dispositive control of the securities held of record by the 2014 O'Hara Family Trust. Clementine Investments LLC is managed by Clementine Holdings Limited, which is ultimately owned by Mr. Michael Gregory O'Hara. |
| (4) | The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, the Reporting Person states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| (5) | Pursuant to the business combination agreement dated as of December 2, 2021 (as subsequently amended on July 10, 2023) between the Issuer and JerseyCo, if at any time during the five years following May 27, 2022, the dollar volume-weighted average price of the Issuer's Class A Common Stock (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 of JerseyCo (the "C Ordinary Shares") reported herein shall automatically and without further action on the part of any person be converted and re-designated into an equal number of Class A Common Stock; or (ii) $15.00, then the remaining C Ordinary Shares reported herein shall automatically and without further action on the part of any person be converted and re-designated into an equal number of Class A Common Stock. |