Expedia Amends 13D for Global Business Travel Group Stake

TL;DR

**Expedia just updated its ownership filing for Global Business Travel Group, Inc., signaling continued involvement.**

AI Summary

Expedia Group, Inc. filed an Amendment No. 2 to its Schedule 13D on January 16, 2024, regarding its ownership in Global Business Travel Group, Inc. The filing indicates a change in the information previously disclosed, specifically updating the CUSIP number for Global Business Travel Group, Inc.'s Class A Common Stock to 37890B 100 and noting January 11, 2024, as the date of the event requiring this amendment. This matters to investors because it provides updated, accurate information about Expedia's significant stake in Global Business Travel Group, Inc., which could signal strategic alignment or potential future actions between the two companies.

Why It Matters

This filing updates public records regarding Expedia's ownership in Global Business Travel Group, Inc., ensuring transparency for investors tracking major shareholders and potential strategic moves.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, primarily updating administrative details, and does not indicate a significant change in ownership or strategy that would introduce high risk.

Analyst Insight

An investor should note this filing as a routine update, confirming Expedia's continued, though not necessarily changed, interest in Global Business Travel Group, Inc. No immediate action is suggested by this specific amendment, but it reinforces the relationship between the two companies.

Key Players & Entities

• Expedia Group, Inc. (company) — filer of the SC 13D/A amendment
• Global Business Travel Group, Inc. (company) — issuer of the securities in question
• Michael Marron, Esq. (person) — Senior Vice President, Legal and Assistant Secretary for Expedia Group, Inc., authorized to receive notices
• January 11, 2024 (date) — date of the event requiring the filing
• January 16, 2024 (date) — date the SC 13D/A was filed
• 37890B 100 (other) — CUSIP Number for Global Business Travel Group, Inc.'s Class A Common Stock

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securiti

Filing Documents

• tm243271d1_sc13d.htm (SC 13D/A) — 44KB
• 0001104659-24-004114.txt ( ) — 46KB

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Schedule 13D is hereby amended and

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as set forth below: The response to Item 6 of this Amendment and to Items 2, 3, 4 and 6 of the Schedule 13D are incorporated into this Item 5 by reference. (a) and (b) The following table sets forth the aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person. The aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person is calculated in accordance with Rule 13d-3. Reporting Person Number of Shares With Dispositive Power Percentage of Class A Common Stock Outstanding (1) Expedia Group, Inc. (2) 74,849,607 16.0 % (1) Based on 467,022,817 shares of Class A Common Stock issued and outstanding as of as of November 3, 2023. (2) Consists of securities held of record by Expedia HoldCo. By virtue of the Amended and Restated Shareholders Agreement (as defined in Item 6) and the obligations and rights thereunder, the Reporting Person may be deemed to be in a “group” with QIA (as defined in Item 6) and Amex HoldCo. for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). This filing shall not be deemed an admission that such persons constitute a “group” for purposes of Section 13(d) of the Exchange Act and the Reporting Person expressly disclaims such group membership. (c) The Reporting Person has not effected any transaction in shares of Class A Common Stock during the past sixty (60) days. (d) To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Person. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Schedule 13D is hereby amended by

Item 6 of the Schedule 13D is hereby amended by adding the following: The response to Item 5 of this Amendment is incorporated into this Item 6 by reference. As reported previously, Expedia HoldCo. previously entered into a Shareholders Agreement, dated as of May 27, 2022 (as further clarified by those certain letters dated November 17, 2022, and July 10, 2023, the “ Shareholders Agreement ”) with the Issuer, JerseyCo, Juweel and Amex HoldCo. Juweel has since distributed all of its equity interests in the Issuer and JerseyCo to its equityholders, including Q.H. Travel L.P. (“ QIA ”). On January 11, 2024, the Issuer entered into an amended and restated Shareholders Agreement (the “ Amended and Restated Shareholders Agreement ”) with JerseyCo, Juweel, Amex HoldCo., Expedia HoldCo. and QIA, pursuant to which, among other things, Juweel was removed as a party to the Shareholders Agreement and QIA was made subject to certain obligations and provided with certain rights previously provided to Juweel, certain of which are summarized below. The Issuer agreed with each of Amex HoldCo., Expedia HoldCo. and QIA (on a several basis), to take all necessary action within its control to cause the Board of the Issuer to have 11 directors, consisting of the Chief Executive Officer of the Issuer, two Amex HoldCo. nominees, two QIA nominees, one Expedia HoldCo. nominee, one nominee of the Sponsor, and, for so long as the director designated by the Sponsor is serving on the Board, four independent nominees, nominated by the Board’s nominating and governance committee, and, following the conclusion of the Sponsor designee’s service on the Board, five such independent nominees. If Amex HoldCo. or QIA ceases to own at least 15% of the Issuer’s issued shares, it will thereafter have the right (on a several basis) to nominate only one director, and if any of Amex HoldCo., QIA or Expedia HoldCo. ceases to own at least 5% of the Issuer

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit Description 1. Amended and Restated Shareholders Agreement, dated as of January 11, 2024, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express International, Inc., EG Corporate Travel Holdings LLC, QH Travel L.P. and Juweel Investors (SPC) Limited (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K, filed with the SEC on January 12, 2024) . 2. Letter Agreement, dated as of January 11, 2024, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express International, Inc., EG Corporate Travel Holdings LLC, QH Travel L.P., Juweel Investors (SPC) Limited and the Specified Juweel Investors (as defined therein) (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K, filed with the SEC on January 12, 2024) .

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 16, 2024 /s/ Michael Marron Michael Marron Senior Vice President, Legal and Assistant Secretary, Expedia Group, Inc.

View Full Filing

View this SC 13D/A filing on SEC EDGAR