SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Qatar Investment Authority

(Last)

(First)

(Middle)

OOREDOO TOWER (BUILDING 14)

AL DAFNA ST (ST 801), AL DAFNA (ZONE 61)

(Street)

DOHA

00000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2024

3. Issuer Name and Ticker or Trading Symbol
Global Business Travel Group, Inc. [ GBTG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	87,659,000	I	By QH Travel.⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
C Ordinary Shares of GBT JerseyCo	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	3,131,886	⁽²⁾⁽³⁾	I	By QH Travel.⁽¹⁾

Explanation of Responses:

1. On January 11, 2024, pursuant to a pro rata redemption and exchange transaction between Juweel Investors (SPC) Limited, an exempted segregated portfolio company with limited liability incorporated under the laws of the Cayman Islands ("Juweel"), on the one hand, and its members, on the other hand, Juweel repurchased the common shares in the capital of Juweel held by QH Travel LP ("QH Travel"), an exempted limited partnership formed under the laws of the Cayman Islands, acting by its general partner, QH Travel GP Co, Ltd., an exempted company with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Qatar Investment Authority in exchange for the transfer by Juweel to QH Travel of 87,659,000 shares of Class A Common Stock and 3,131,886 C Ordinary Shares.

2. GBT JerseyCo Limited ("GBT JerseyCo") entered into a Business Combination Agreement with Apollo Strategic Growth Capital on December 2, 2021, which was amended by that certain Amendment No.1 to the Business Combination Agreement, dated as of July 10, 2023, by and between the Issuer (f/k/a Apollo Strategic Growth Capital) and GBT JerseyCo (the "BCA Amendment"),

3. 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 of GBT JerseyCo held by QH Travel 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 of GBT JerseyCo held by QH Travel 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.

Remarks:

On January 11, 2024, QH Travel entered into an amended and restated shareholders' agreement with the Issuer, GBT JerseyCo, American Express International, Inc. ("Amex"), EG Corporate Travel Holdings LLC ("Expedia"), and solely for the purposes of Section 10.22 therein, Juweel (such amended and restated shareholders' agreement, the "A&R Shareholders Agreement").By virtue of the A&R Shareholders Agreement and the obligations and rights thereunder, the Reporting Person may be deemed to be in a "group" with Amex and Expedia for purposes of Schedule 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that such persons constitute a "group" for purposes of Section 13(d) of the Exchange Act and the Reporting Person expressly disclaims such group membership and any pecuniary interest in any securities not directly owned by QH Travel. The Reporting Person may be deemed a director by deputization for the purposes of Section 16 of the Exchange Act by virtue of the fact that Mohammed Saif S.S. Al-Sowaidi and Michael Gregory O'Hara were elected to the board of directors of the Issuer as representatives of the Reporting Person.

	/s/ Andrew Watkins, Associate General Counsel, Compliance, Legal	01/17/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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