09/29/2026 | Press release | Distributed by Public on 09/29/2026 14:31
|
FORM 4
|
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 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) | ||
|
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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Williams Karen A C/O GLOBAL BUSINESS TRAVEL GROUP, INC. 666 THIRD AVENUE NEW YORK, NY 10017 |
Chief Financial Officer | |||
| Jennifer Giampietro, as Attorney-in-Fact | 09/29/2026 | |
| **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) | Includes shares acquired under the Issuer's Employee Stock Purchase Plan on August 14, 2026. |
| (2) | On September 29, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 2, 2026, by and among the Issuer, Gaia Purchaser, Inc. ("Parent") and Gaia Merger Sub, Inc., a wholly owned subsidiary of Parent, the Issuer became a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each share of Class A common stock, par value $0.0001 per share, of the Issuer ("Company Common Stock") held by the reporting person as of immediately prior to the Effective Time was automatically cancelled and converted into the right to receive cash in an amount equal to $9.50, without interest thereon (the "Per Share Price"). |
| (3) | As of immediately prior to the Effective Time, pursuant to the Merger Agreement, each award of restricted stock units of the Issuer (a "Company RSU") that was outstanding as of immediately prior to the Effective Time was automatically cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time. |
| (4) | Represents a deemed acquisition of shares of Company Common Stock underlying each award of performance stock units of the Issuer (a "Company PSU") held by the reporting person that was unvested and outstanding as of immediately prior to the Effective Time based on the attainment of the applicable performance metrics at the greater of (i) the target number of shares of Company Common Stock subject to such Company PSU as of immediately prior to the Effective Time and (ii) the number of shares of Company Common Stock to be earned based on actual achievement of the performance criteria set forth in the applicable award agreement as of immediately prior to the Effective Time. |
| (5) | As of immediately prior to the Effective Time, each Company PSU that was outstanding as of immediately prior to the Effective Time was automatically cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (A) the Per Share Price and (B) the greater of (i) the target number of shares of Company Common Stock subject to such Company PSU as of immediately prior to the Effective Time and (ii) the number of shares of Company Common Stock to be earned based on actual achievement of the performance criteria set forth in the applicable award agreement as of immediately prior to the Effective Time. |