Sec Form 4 Filing - Thompson John David @ Global Business Travel Group, Inc. - 2022-05-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Thompson John David
2. Issuer Name and Ticker or Trading Symbol
Global Business Travel Group, Inc. [ GBTG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
C/O GLOBAL BUSINESS TRAVEL GROUP, INC., 666 THIRD AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
05/27/2022
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 6.84 05/27/2022 A( 1 ) 964,248 ( 2 ) 10/09/2027 Class A Common Stock 964,248 ( 1 ) 964,248 D
Employee Stock Option (right to buy) $ 14.58 05/27/2022 A( 1 ) 306,806 ( 3 ) 09/25/2029 Class A Common Stock 306,806 ( 1 ) 306,806 D
Employee Stock Option (right to buy) $ 10.03 05/27/2022 A( 1 ) 652,182 ( 4 ) 12/02/2031 Class A Common Stock 652,182 ( 1 ) 652,182 D
Class C Ordinary Shares( 5 ) ( 5 ) 05/27/2022 A( 5 ) 45,412 ( 5 ) ( 5 ) Class A Common Stock 45,412 ( 5 ) 45,412 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thompson John David
C/O GLOBAL BUSINESS TRAVEL GROUP, INC.
666 THIRD AVENUE
NEW YORK, NY10017
Chief Technology Officer
Signatures
/s/ Jennifer Giampietro, as Attorney-in-Fact 06/01/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents equity awards granted by GBT JerseyCo Limited ("GBT") that have been converted into equity awards of Apollo Strategic Growth Capital (which subsequently changed its name to "Global Business Travel Group, Inc.", the "Issuer") pursuant to the terms of the business combination agreement, dated as of December 2, 2021, entered into by and between GBT and the Issuer (the "Business Combination Agreement"), pursuant to which the Issuer acquired GBT (the "Business Combination"). The Business Combination closed on May 27, 2022.
( 2 )Represents stock options originally granted by GBT on October 9, 2017 and that vest in five equal annual installments beginning on December 1, 2017.
( 3 )Represents stock options originally granted by GBT on September 25, 2019 and that vest in five equal annual installments beginning on October 1, 2019.
( 4 )Represents stock options originally granted by GBT on December 2, 2021 and that vest in three equal annual installments beginning on December 2, 2022.
( 5 )Reflects Class C ordinary shares of the Issuer ("Earnout Shares") acquired in the Business Combination for equity of GBT held by the reporting person prior to the closing of the Business Combination. Pursuant to the terms of the Business Combination Agreement, these Earnout Shares will automatically convert into Class A common stock of the Issuer ("Class A Shares"), if, from the closing of the Business Combination until the fifth anniversary thereof, the volume-weighted average price of the Class A Shares exceeds certain thresholds as discussed below. One half of these Earnout Shares will automatically convert into Class A Shares if the volume-weighted average price of the Class A Shares exceeds $12.50 for any 20 trading days within any 30 trading day period, and other half will automatically convert if the volume-weighted average price of the Class A shares exceeds $15.00 for any 20 trading days within any 30 trading day period.

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