Amendment: SEC Form SCHEDULE 13D/A filed by Global Business Travel Group Inc.
$GBTG
Transportation Services
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Global Business Travel Group, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
37890B100 (CUSIP Number) |
Erin E. Martin, Esq. 1111 Pennsylvania Avenue NW, Washington, DC, 20004 (202) 739-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 37890B100 |
| 1 |
Name of reporting person
Apollo Principal Holdings A GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,884,991.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
On September 30, 2024, Apollo Principal Holdings III GP, Ltd. changed its name to Apollo Principal Holdings A GP, Ltd.
SCHEDULE 13D
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| CUSIP No. | 37890B100 |
| 1 |
Name of reporting person
APSG Sponsor, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,884,991.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 37890B100 |
| 1 |
Name of reporting person
AP Caps II Holdings GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,884,991.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 37890B100 |
| 1 |
Name of reporting person
Apollo Principal Holdings A, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,884,991.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
On September 30, 2024, Apollo Principal Holdings III, L.P. changed its name to Apollo Principal Holdings A, L.P.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Global Business Travel Group, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
666 Third Avenue, New York,
NEW YORK
, 10017. | |
Item 1 Comment:
The information in this Amendment No. 3 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D (the "Original Schedule 13D," and, as amended, the "Schedule 13D") filed with the U.S. Securities and Exchange Commission by the Reporting Persons therein described on June 1, 2022, relating to the Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of Global Business Travel Group, Inc. (the "Company" or the "Issuer"), as amended by Amendment No. 1 thereto filed on September 12, 2022 ("Amendment No. 1") and Amendment No. 2 thereto filed on October 13, 2022 ("Amendment No. 2").
Except as set forth herein, the Schedule 13D remains unmodified. Capitalized terms used herein without definition have the meanings assigned thereto in the Original Schedule 13D, Amendment No. 1, or Amendment No. 2.
This Amendment is being filed solely to reflect the change in the Reporting Persons' beneficial ownership since Amendment No. 2. The filing of this Amendment No. 3 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This Statement on Schedule 13D is filed jointly by (i) APSG Sponsor, L.P. (the "Sponsor"); (ii) AP Caps II Holdings GP, LLC ("Holdings GP"); (iii) Apollo Principal Holdings A, L.P. ("Principal Holdings A"); and (iv) Apollo Principal Holdings A GP, Ltd. ("Principal Holdings A GP"). The foregoing are referred to herein collectively as the "Reporting Persons."
The shares of Class A Common Stock reported as beneficially owned are held of record by the Sponsor. Holdings GP is the general partner of the Sponsor. Principal Holdings A is the sole member of Holdings GP. Principal Holdings A GP serves as the general partner of Principal Holdings A. Marc Rowan, Scott Kleinman and James Zelter are the directors of Principal Holdings A GP, and as such may be deemed to have voting and dispositive control of the Class A Common Stock held of record by the Sponsor. | |
| (b) | The address of the principal office of each of the Sponsor, Holdings GP, and Principal Holdings A GP is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The address of each of Principal Holdings A and Messrs. Rowan, Kleinman and Zelter is 9 West 57th Street, 41st Floor, New York, New York 10019. | |
| (c) | Attached as Appendix A to Item 2 is information concerning the executive officers, managers and directors of Principal Holdings A GP as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. | |
| (d) | None of the Reporting Persons, nor any of the persons or entities referred to in Appendix A to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | None of the Reporting Persons nor any of the persons or entities referred to in Appendix A to Item 2 have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Sponsor is an exempted limited partnerships registered in the Cayman Islands. Holdings GP is an exempted company registered in the Cayman Islands with limited liability. Principal Holdings A is a Delaware limited partnership. Principal Holdings A GP is an exempted company registered in the Cayman Islands. Messrs. Rowan, Kleinman and Zelter are each a U.S. citizen. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Information in Rows 7 to 13 of the respective cover pages of the individual Reporting Persons are incorporated into this Item 5(a) by reference. The aggregate beneficial ownership of the Class A common shares held by the Reporting Persons is as follows:
Sole Voting Power 0
Shared Voting Power 22,884,991
Sole Dispositive Power 0
Shared Dispositive Power 22,884,991
The Reporting Persons' aggregate beneficial ownership percentage of the total amount of Class A Common Stock outstanding is 4.4%, based on a total of 523,526,133 shares of Class A Common Stock issued and outstanding as of November 6, 2025, as disclosed in the Issuer's Form 10-Q filed on November 10, 2025. The Reporting Persons' aggregate beneficial ownership percentage of the total amount of Class A Common Stock fell below 5% following the Company's issuance of additional shares of Class A Common Stock in connection with the Company's acquisition of CWT Holdings, LLC.
Holdings GP, Principal Holdings A, and Principal Holdings A GP, and Messrs. Marc Rowan, Scott Kleinman and James Zelter, the directors of Principal Holdings A GP, each disclaim beneficial ownership of all the shares of Class A Common Stock included in this report, except to the extent of any pecuniary interest therein, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |
| (b) | Information in Rows 7 to 13 of the respective cover pages of the individual Reporting Persons are incorporated into this Item 5(b) by reference. | |
| (c) | None of the Reporting Persons has effected any transactions of the Class I common shares during the 60 days preceding the date of this Schedule 13D. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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