Expedia Group, Inc. — Director's Dealing 2023

Jul 12, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Global Business Travel Group, Inc. (GBTG)
CIK: 0001820872
Period of Report: 2023-07-10

Reporting Person: Expedia Group, Inc. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-10	Class A Common Stock	M	74274198	—	Acquired	74849607	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-10	B Ordinary Shares of JerseyCo	$	M	74274198	Disposed		Class A Common Stock (74274198)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
C Ordinary Shares of JerseyCo	$		Class A Common Stock (2653673)	2653673	Indirect

Footnotes

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").

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.

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.

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.