SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Apollo Principal Holdings III GP Ltd

(Last)

(First)

(Middle)

C/O WALKERS CORPORATE LIMITED,

190 ELGIN AVENUE

(Street)

GEORGE TOWN

KY1-9008

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2022

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/27/2022		P⁽²⁾		2,000,000	A	$10	2,000,000	I	See Footnote⁽¹⁾
Class A Common Stock	05/27/2022		J⁽⁴⁾		20,345,250	A	⁽⁴⁾	22,345,250	I	See Footnote⁽¹⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares, par value $0.00005	⁽³⁾⁽⁴⁾	05/27/2022		J⁽⁴⁾			20,345,250	⁽³⁾	⁽³⁾	Class A Ordinary Shares	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	0	I	See Footnote⁽¹⁾
Warrants	$1.5							⁽⁵⁾	⁽⁵⁾	Class A Common Stock⁽⁶⁾	12,224,134		12,224,134	I	See Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

Apollo Principal Holdings III GP Ltd

(Last)

(First)

(Middle)

C/O WALKERS CORPORATE LIMITED,

190 ELGIN AVENUE

(Street)

GEORGE TOWN

KY1-9008

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

APSG Sponsor, L.P.

(Last)

(First)

(Middle)

C/O WALKERS CORPORATE LIMITED,

190 ELGIN AVENUE

(Street)

GEORGE TOWN

KY1-9008

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AP Caps II Holdings GP, LLC

(Last)

(First)

(Middle)

C/O WALKERS CORPORATE LIMITED,

190 ELGIN AVENUE

(Street)

GEORGE TOWN

KY1-9008

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Apollo Principal Holdings III, L.P.

(Last)

(First)

(Middle)

C/O WALKERS CORPORATE LIMITED,

190 ELGIN AVENUE

(Street)

GEORGE TOWN

KY1-9008

(City)

(State)

(Zip)

Explanation of Responses:

1. See Exhibit 99.1.

2. Acquired pursuant to a Subscription Agreement entered into on December 2, 2021, which was approved in advance by the Issuer's Board of Directors in accordance with Rule 16b-3.

3. Prior to the Business Combination (as defined below), the Class B ordinary shares were convertible into Class A ordinary shares on a one-for-one basis (subject to certain anti-dilution adjustments) and had no expiration date.

4. As described in the registration statement on Form S-4 (File No. 333-261820) of Apollo Strategic Growth Capital ("APSG"), now known as Global Business Travel Group, Inc. ("GBT"), the Class B ordinary shares of APSG held by the reporting person automatically converted into an equal number of shares of Class X common stock of GBT upon APSG's domestication into a Delaware corporation and immediately thereafter automatically converted into an equal number of shares of Class A common stock of GBT upon the closing of the business combination with GBT JerseyCo Limited (the "Business Combination"). The acquisition and disposition reported in connection with this footnote were approved in advance by the Issuer's Board of Directors in accordance with Rule 16b-3.

5. The warrants will become exercisable on the later of 30 days after the completion of the Business Combination and 12 months from the closing of the Issuer's initial public offering on October 6, 2020, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

6. As a result of the closing of the Business Combination, the previously-reported outstanding warrants to purchase Class A ordinary shares automatically became exercisable for shares of Class A common stock.

	[see signatures attached as Exhibit 99.2]	06/01/2022
	** Signature of Reporting Person	Date
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SEC Form 4: Apollo Principal Holdings Iii Gp Ltd bought $20,000,000 worth of shares (2,000,000 units at $10.00) and acquired 20,345,250 shares