10/01/2026 | Press release | Distributed by Public on 10/01/2026 07:06
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| C Ordinary Shares of JerseyCo | (3) | 09/29/2026 | D(1) | 5,637,394 | (3) | (3) | Class A Common Stock | 5,637,394 | (3) | 0 | I | By Amex HoldCo. | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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AMERICAN EXPRESS CO 200 VESEY STREET NEW YORK, NY 10285 |
X | X | ||
| /s/ James J. Killerlane III, Corporate Secretary | 10/01/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Transactions exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| (2) | On September 29, 2026, the transactions contemplated by the Agreement and Plan of Merger, dated as of May 2, 2026, by and among Global Business Travel Group, Inc. (the Issuer) and the other parties thereto (the Merger Agreement), were consummated (the Merger). At the effective time of the Merger (the Effective Time), each share of Class A common stock, par value $0.0001 per share, of the Issuer (the Class A Common Stock) issued and outstanding immediately prior to the Effective Time, other than shares excluded under the Merger Agreement, was automatically cancelled, extinguished and converted into the right to receive $9.50 in cash. Accordingly, the 157,786,199 shares of Class A Common Stock held by American Express International, Inc. (Amex HoldCo.), an indirect, wholly owned subsidiary of the Reporting Person, were disposed of as described above. Following the Effective Time, the Reporting Person no longer beneficially owned any Class A Common Stock. |
| (3) | In connection with the Merger, at the Effective Time, Amex HoldCo. ceased to hold 5,637,394 C ordinary shares of GBT JerseyCo Limited (the "C Ordinary Shares"). Following the Effective Time, the Reporting Person no longer beneficially owned any C Ordinary Shares. |
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Remarks: Prior to the Effective Time, the Reporting Person may have been deemed a director by deputization of the Issuer for purposes of Section 16 of the Exchange Act. |
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