AMERICAN EXPRESS CO — Director's Dealing 2022

Jun 4, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Global Business Travel Group, Inc. (GBTG)
CIK: 0001820872
Period of Report: 2022-05-27

Reporting Person: AMERICAN EXPRESS CO (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
B Ordinary Shares of JerseyCo	$		Class A Common Stock (157786199)		Indirect
C Ordinary Shares of JerseyCo	$		B Ordinary Shares of JerseyCo (5637394)		Indirect

Footnotes

F1: On May 27, 2022 (the "Closing Date"), in connection with the consummation of the transactions contemplated by the business combination agreement (the "Business Combination Agreement") dated December 2, 2021 between Apollo Strategic Growth Capital and GBT JerseyCo Limited ("JerseyCo"), American Express Travel Holdings Netherlands Cooperatief U.A., an indirect, wholly-owned subsidiary of the Reporting Person ("Amex HoldCo"), received 157,786,199 B Ordinary Shares of JerseyCo (the "B Ordinary Shares") and an equal number of shares of Class B Common Stock (the "Class B Common Stock") of Global Business Travel Group, Inc. (the "Issuer").

F2: Amex HoldCo. also entered into an exchange agreement dated May 27, 2022 (the "Exchange Agreement") with the Issuer, JerseyCo, Juweel Investors (SPC) Limited ("Juweel") and EG Corporate Travel Holdings LLC ("Expedia") giving it the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange its B Ordinary Shares (with automatic cancellation of an equal number of shares of Class B Common Stock) for an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock") on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends, reclassifications and other similar transactions or, in certain limited transactions, at the option of a committee of independent directors of the Issuer, for cash.

F3: Pursuant to the Business Combination Agreement, if at any time during the five years following the Closing Date, 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 of JerseyCo (the "C Ordinary Shares") held by Amex HoldCo. shall automatically and without further action on the part of any person be converted and re-designated into an equal number of B Ordinary Shares; 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 converted and re-designated into an equal number of B Ordinary Shares.