4//SEC Filing
Juweel Investors (SPC) Ltd 4
Accession 0001104659-23-080321
CIK 0001820872other
Filed
Jul 11, 8:00 PM ET
Accepted
Jul 12, 4:06 PM ET
Size
12.1 KB
Accession
0001104659-23-080321
Insider Transaction Report
Form 4
Juweel Investors (SPC) Ltd
Director10% Owner
Transactions
- Exercise/Conversion
B Ordinary Shares of JerseyCo
2023-07-10−157,978,661→ 0 total→ Class A Common Stock (157,978,661 underlying) - Exercise/Conversion
Class A Common Stock
2023-07-10+157,978,661→ 157,978,661 total
Holdings
- 5,644,270
C Ordinary Shares of JerseyCo
→ Class A Common Stock (5,644,270 underlying)
Footnotes (4)
- [F1]On July 10, 2023, Juweel Investors (SPC) Limited ("Juweel"), exchanged 157,978,661 B Ordinary Shares (the "B Ordinary Shares") of GBT JerseyCo Limited ("JerseyCo") and an equal number of shares of Class B Common Stock (the "Class B Common Stock") of Global Business Travel Group, Inc. (the "Issuer") for an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock") as part of a series of transactions that simplify the organizational structure of the Issuer by eliminating the Issuer's umbrella partnership-C corporation structure (the "Corporate Simplification").
- [F2]Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rules 16b-3 and 16b-6 promulgated thereunder.
- [F3]In connection with the Corporate Simplification, the Issuer and JerseyCo also entered into an amendment (the "BCA Amendment") to the Business Combination Agreement dated December 2, 2021 between the Issuer (f/k/a Apollo Strategic Growth Capital) and JerseyCo and a letter agreement amending the Shareholders Agreement (as defined below), to provide, among other things, that the C Ordinary Shares of JerseyCo (the "C Ordinary Shares") owned by Juweel, American Express Travel Holdings Netherlands Cooperatief U.A., ("Amex HoldCo.") and EG Corporate Travel Holdings LLC ("Expedia") will be, upon satisfaction of the conditions described in the following sentence, cancelled in exchange for shares of Class A Common Stock, rather than for shares of Class B Common Stock and B Ordinary Shares, which would be exchangeable for shares of Class A Common Stock under the Exchange Agreement dated May 27, 2022 among the Issuer, JerseyCo, Juweel , Amex HoldCo. and Expedia.
- [F4]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 held by Juweel 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 held by Juweel 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.
Documents
Issuer
Global Business Travel Group, Inc.
CIK 0001820872
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001931210
Filing Metadata
- Form type
- 4
- Filed
- Jul 11, 8:00 PM ET
- Accepted
- Jul 12, 4:06 PM ET
- Size
- 12.1 KB