Amended Statement of Beneficial Ownership (sc 13d/a)
13 Octubre 2022 - 3:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Global Business Travel Group, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
per share
(Title of Class of Securities)
37890B 100
(CUSIP Number)
John F. Hartigan, Esq.
Morgan, Lewis & Bockius LLP
300 S. Grand Avenue, 22nd Floor
Los Angeles, CA 90071
(213) 612-2500
Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
October 12, 2022
(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. x
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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).
CUSIP No. 37890B 100
1. Names
of Reporting Persons. |
APSG
Sponsor, L.P. |
|
2. Check
the Appropriate Box if a Member of a Group |
(a) ¨ |
(b) ¨ |
|
3. SEC
Use Only |
4. Source
of Funds |
AF |
5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6. Citizenship
or Place of Organization |
Cayman
Islands |
Number of Shares
Beneficially
Owned by
Each Reporting
Person with:
|
7. Sole
Voting Power |
|
|
8. Shared
Voting Power |
25,706,886 |
|
9. Sole
Dispositive Power |
|
|
10. Shared
Dispositive Power |
25,706,886 |
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person |
25,706,886 |
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
¨ |
13. Percent
of Class Represented by Amount in Row (11) |
38% |
14. Type
of Reporting Person |
PN |
CUSIP No. 37890B 100
1. Names
of Reporting Persons. |
AP
Caps II Holdings GP, LLC |
|
2. Check
the Appropriate Box if a Member of a Group |
(a) o |
(b) o |
|
3. SEC
Use Only |
4. Source
of Funds |
AF,
OO |
5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6. Citizenship
or Place of Organization |
Cayman
Islands |
Number of Shares
Beneficially
Owned by
Each Reporting
Person with:
|
7. Sole
Voting Power |
|
|
8. Shared
Voting Power |
25,706,886 |
|
9. Sole
Dispositive Power |
|
|
10. Shared
Dispositive Power |
25,706,886 |
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person |
25,706,886 |
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
o |
13. Percent
of Class Represented by Amount in Row (11) |
38% |
14. Type
of Reporting Person |
OO |
CUSIP No. 37890B 100
1. Names
of Reporting Persons. |
Apollo
Principal Holdings III, L.P. |
|
2. Check
the Appropriate Box if a Member of a Group |
(a) o |
(b) o |
|
3. SEC
Use Only |
4. Source
of Funds |
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:
|
7. Sole
Voting Power |
|
|
8. Shared
Voting Power |
25,706,886 |
|
9. Sole
Dispositive Power |
|
|
10. Shared
Dispositive Power |
25,706,886 |
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person |
25,706,886 |
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
o |
13. Percent
of Class Represented by Amount in Row (11) |
38% |
14. Type
of Reporting Person |
PN |
CUSIP No. 37890B 100
1. Names
of Reporting Persons. |
Apollo
Principal Holdings III GP, Ltd. |
|
2. Check
the Appropriate Box if a Member of a Group |
(a) o |
(b) o |
|
3. SEC
Use Only |
4. Source
of Funds |
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:
|
7. Sole
Voting Power |
|
|
8. Shared
Voting Power |
25,706,886 |
|
9. Sole
Dispositive Power |
|
|
10. Shared
Dispositive Power |
25,706,886 |
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person |
25,706,886 |
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
o |
13. Percent
of Class Represented by Amount in Row (11) |
38% |
14. Type
of Reporting Person |
FI |
Schedule 13D/A
Amendment No. 2
The information in this Amendment No. 2
to Schedule 13D (this “Amendment” or this “13D/A”) 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”).
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 or Amendment No. 1.
ITEM 2. IDENTITY AND BACKGROUND
The penultimate paragraph of Item 2 is hereby
amended and restated as follows:
The address of each of the Sponsor and Holdings
GP is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Rd., George Town, Cayman Islands, KY1-9008. The address of
each of Principal III and Principal III GP is c/o Intertrust Corporate Services, (Cayman) Limited, 190 Elgin Avenue, George Town, Cayman
Islands, KY1-9008. The address of each of Messrs. Rowan, Kleinman and Zelter is 9 West 57th Street, 43rd Floor, New York, New York
10019.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended
by adding the following information:
On September 9, 2022, the Company commenced its previously announced
Exchange Offer and Consent Solicitation relating to its outstanding Warrants. The Company offered to all holders of the Warrants the
opportunity to receive 0.275 shares of Class A Common Stock in exchange for each Warrant tendered by the holder and exchanged pursuant
to the Exchange Offer. Pursuant to the Exchange Offer, on October 12, 2022, the Sponsor received 3,361,636 shares of Class A
Common Stock in exchange for having tendered all of its 12,224,134 Warrants.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended
and restated as follows:
(a) & (b) Information in Rows 7
to 13 of the respective cover pages of the individual Reporting Persons are incorporated into this Item 5 by reference. The aggregate
beneficial ownership of the Class A Common Stock by the Reporting Persons is as follows:
Sole Voting Power | |
| 0 | |
Shared Voting Power | |
| 25,706,886 | |
Sole Dispositive Power | |
| 0 | |
Shared Dispositive Power | |
| 25,706,886 | |
The Reporting Persons’ aggregate percentage
beneficial ownership of the total amount of Class A Common Stock outstanding is 38%, based on a total of 56,945,033 shares of Class A
Common Stock issued and outstanding as of September 8, 2022 and 10,808,936 shares of Class A Common Stock issued in the Exchange
Offer. Due to the Issuer’s dual class voting structure, the Reporting Persons’ aggregate percentage beneficial ownership
of Class A Common Stock represents approximately 6% of the combined total voting power of the Issuer’s voting securities.
The Sponsor disclaims beneficial ownership of
all shares of Class A Common Stock included in this report other than the shares held of record by the Sponsor, 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. Holdings
GP, Principal Holdings III, and Principal Holdings III GP, and Messrs. Marc Rowan, Scott Kleinman and James Zelter, the directors
of Principal Holdings III 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.
(c) None of the Reporting Persons have
effected any transactions of the Class A Common Stock during the 60 days preceding the date of this Schedule 13D, except as
described in Item 4 and Item 6 of this Schedule 13D, which information is incorporated herein by reference.
(d) & (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.
Dated: October 13, 2022
|
APSG SPONSOR,
L.P. |
|
|
|
By: |
AP Caps II Holdings GP, LLC, |
|
|
its general partner |
|
|
|
|
By: |
Apollo Principal Holdings III, L.P., |
|
|
|
its managing member |
|
|
|
|
|
By: |
Apollo Principal Holdings III GP,
Ltd., |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
|
By: |
/s/
James Elworth |
|
|
|
|
Name: James
Elworth |
|
|
|
|
Title: Vice
President |
|
AP
Caps II Holdings GP, LLC |
|
|
|
By: |
Apollo Principal Holdings III, L.P., |
|
|
its managing member |
|
|
|
|
By: |
Apollo Principal Holdings III GP,
Ltd., |
|
|
|
its general partner |
|
|
|
|
|
By: |
/s/
James Elworth |
|
|
|
Name: James
Elworth |
|
|
|
Title: Vice
President |
|
Apollo
Principal Holdings III, L.P. |
|
|
|
By: |
Apollo Principal Holdings III GP,
Ltd., |
|
|
its general partner |
|
|
|
|
By: |
/s/
James Elworth |
|
|
Name: James
Elworth |
|
|
Title: Vice
President |
|
Apollo
Principal Holdings III GP, Ltd. |
|
|
|
By: |
/s/
James Elworth |
|
Name: James
Elworth |
|
Title: Vice
President |
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