Sec Form 4 Filing - OHara Michael Gregory @ Global Business Travel Group, Inc. - 2024-11-19

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
OHara Michael Gregory
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)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GLOBAL BUSINESS TRAVEL GROUP, INC., 666 THIRD AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/19/2024
(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
Class A Common Stock 11/19/2024 J( 1 ) 775,695 D 20,481,400 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Class A Common Stock 66,281 D
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
C Ordinary Shares of JerseyCo ( 5 ) 11/19/2024 J( 1 ) 27,714 ( 5 ) ( 5 ) Class A Common Stock 27,714 ( 1 ) 731,760 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OHara Michael Gregory
C/O GLOBAL BUSINESS TRAVEL GROUP, INC.
666 THIRD AVENUE
NEW YORK, NY10017
X
Signatures
/s/ Jennifer Giampietro, as Attorney-in-Fact 11/21/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 19, 2024, pursuant to a pro rata distribution transaction between Certares Master, LP ("Certares"), on the one hand, and all of its limited partners, on the other hand (the "Distribution Deed"), Certares distributed to its limited partners the interests in the Issuer and GBT JerseyCo Limited ("JerseyCo").
( 2 )Reflects securities held directly by PecosCo Limited Partnership, HMC Juweel Holdings, LP, Certares Sponsor Investor (Delaware) LLC, the 2014 O'Hara Family Trust and Clementine Investments LLC. Certares Sponsor Investor (Delaware) LLC is controlled by its largest common shareholder, Certares Travel Holdings, LP. Certares Management Limited is the General Partner of each of PecosCo Limited Partnership, HMC Juweel Holdings, LP and Certares Travel Holdings, LP. Messrs. Michael Gregory O'Hara, Henry Briance and Spencer Marsden are the directors of Certares Management Limited and as such may be deemed to have voting and dispositive control of the securities held of record by PecosCo Limited Partnership, HMC Juweel Holdings, LP and Certares Travel Holdings, LP.
( 3 )Due to a 1,000 character limit, Footnote 3 is a continuation of Footnote 2: Mr. Spencer Marsden is the trustee of the 2014 O'Hara Family Trust and as such may be deemed to have voting and dispositive control of the securities held of record by the 2014 O'Hara Family Trust. Clementine Investments LLC is managed by Clementine Holdings Limited, which is ultimately owned by Mr. Michael Gregory O'Hara.
( 4 )The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, the Reporting Person states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
( 5 )Pursuant to the business combination agreement dated as of December 2, 2021 (as subsequently amended on July 10, 2023) between the Issuer and JerseyCo, if at any time during the five years following May 27, 2022, the dollar volume-weighted average price of the Issuer's Class A Common Stock (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") reported herein shall automatically and without further action on the part of any person be converted and re-designated into an equal number of Class A Common Stock; or (ii) $15.00, then the remaining C Ordinary Shares reported herein shall automatically and without further action on the part of any person be converted and re-designated into an equal number of Class A Common Stock.

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