0001104659-22-068623.txt : 20220606 0001104659-22-068623.hdr.sgml : 20220606 20220606175141 ACCESSION NUMBER: 0001104659-22-068623 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220527 FILED AS OF DATE: 20220606 DATE AS OF CHANGE: 20220606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Expedia Group, Inc. CENTRAL INDEX KEY: 0001324424 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39576 FILM NUMBER: 22999170 BUSINESS ADDRESS: STREET 1: 1111 EXPEDIA GROUP WAY W. CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: (206) 481-7200 MAIL ADDRESS: STREET 1: 1111 EXPEDIA GROUP WAY W. CITY: SEATTLE STATE: WA ZIP: 98119 FORMER NAME: FORMER CONFORMED NAME: Expedia, Inc. DATE OF NAME CHANGE: 20050420 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Global Business Travel Group, Inc. CENTRAL INDEX KEY: 0001820872 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 980598290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 666 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-329-7200 MAIL ADDRESS: STREET 1: 666 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Apollo Strategic Growth Capital DATE OF NAME CHANGE: 20200812 3 1 tm2217806-1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2022-05-27 0 0001820872 Global Business Travel Group, Inc. GBTG 0001324424 Expedia Group, Inc. 1111 EXPEDIA GROUP WAY W. SEATTLE WA 98119 1 0 1 0 B Ordinary Shares of JerseyCo Class A Common Stock 74274198 I By Expedia HoldCo C Ordinary Shares of JerseyCo B Ordinary Shares of JerseyCo 2653673 I By Expedia HoldCo 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"), EG Corporate Travel Holdings LLC, an indirect, wholly-owned subsidiary of the Reporting Person ("Expedia HoldCo."), received 74,274,198 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"). Expedia HoldCo. also entered into an exchange agreement dated May 27, 2022 (the "Exchange Agreement") with the Issuer, JerseyCo, Juweel Investors (SPC) Limited ("Juweel") and American Express Travel Holdings Netherlands Cooperatief U.A. ("Amex HoldCo.") 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. 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 Expedia 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 Expedia 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. On May 27, 2022, Expedia HoldCo. entered into a shareholders agreement with the Issuer, JerseyCo, Juweel and Amex HoldCo. (the "Shareholders Agreement"). By virtue of the Shareholders Agreement and the obligations and rights thereunder, the Reporting Person may be deemed to be in a "group" with Juweel and Amex HoldCo. for purposes 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 the Exchange Act and the Reporting Person expressly disclaims such group membership and any pecuniary interest in any securities not directly owned by Expedia HoldCo. The Reporting Person may be deemed a director by deputization for purposes of Section 16 of the Exchange Act by virtue of the fact that Eric Hart was elected to the board of directors of the Issuer as representative of the Reporting Person. /s/ Robert J. Dzielak, Chief Legal Officer and Secretary 2022-06-06