American Express Amends GBTG 13D Filing, Updates Ownership Details

TL;DR

**Amex updated its GBTG ownership filing, watch for any strategic shifts!**

AI Summary

American Express Company filed an Amendment No. 2 to its Schedule 13D on January 16, 2024, regarding its ownership in Global Business Travel Group, Inc. This filing updates previous disclosures, indicating a change in the nature of American Express's beneficial ownership of Global Business Travel Group's Class A Common Stock. This matters to investors because it provides transparency into a major shareholder's position and any potential shifts in their influence or investment strategy, which could impact the stock's perception and future performance.

Why It Matters

This filing provides updated information on American Express's significant stake in Global Business Travel Group, offering transparency into a key investor's position and potential strategic intentions.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, indicating an update rather than a new, unexpected event, thus posing a low immediate risk.

Analyst Insight

Investors should review the full Schedule 13D/A to understand the specific changes in American Express's ownership or intentions, as this amendment only signals an update, not the details of the change itself. This could signal a shift in strategy or simply a routine update.

Key Numbers

• 0001820872 — Global Business Travel Group, Inc. CIK (Unique identifier for the subject company in SEC filings.)
• 0000004962 — American Express Co CIK (Unique identifier for the filing company in SEC filings.)
• 37890B 100 — CUSIP Number (Identifies the Class A Common Stock of Global Business Travel Group, Inc.)

Key Players & Entities

• American Express Company (company) — the reporting person and a major shareholder of Global Business Travel Group, Inc.
• Global Business Travel Group, Inc. (company) — the issuer of the Class A Common Stock being reported on
• Laureen E. Seeger, Esq. (person) — Chief Legal Officer of American Express Company, authorized to receive notices
• January 11, 2024 (date) — the date of the event which required the filing of this statement
• $0.0001 (dollar_amount) — par value per share of Class A Common Stock

Forward-Looking Statements

• American Express will maintain its significant stake in Global Business Travel Group, Inc. for the foreseeable future. (American Express Company) — medium confidence, target: 2025-01-16

FAQ

Key Financial Figures

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

Filing Documents

• axp-gbtg13dano2jan162024.htm (SC 13D/A) — 75KB
• 0000004962-24-000005.txt ( ) — 76KB

Identity and Background

Item 2. Identity and Background

of the Schedule 13D is hereby amended and restated in its entirety as set forth below

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as set forth below (a) This Statement is being filed by American Express Company (" American Express ") w ith respect to securities held of record by American Express International, Inc. (" Amex HoldCo. "), an indirect, wholly-owned subsidiary of American Express (collectively, the " Reporting Person ") . (b) The address of the principal office and principal business of the Reporting Person is 200 Vesey Street, New York, New York 10285. (c) American Express' principal products and services are credit and charge card products, along with travel and lifestyle related services, offered to consumers and businesses around the world. (d) During the last five years, neither the Reporting Person nor, to the best of its knowledge, any of the executive officers or directors of the Reporting Person, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither the Reporting Person nor, to the best of its knowledge, any of the executive officers or directors of the Reporting Person, were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) American Express is a New York corporation. Amex HoldCo. is a Delaware corporation.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Schedule 13D is hereby amended and restated in its entirety as set forth below

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as set forth below The responses to Items 2 and 6 of this Amendment and to Items 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) American Express Company (2) 157,786,199 33.8% Page 4 of 6 pages (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 Amex 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 Expedia 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 with Respect to Securities of the Issuer

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

of the Schedule 13D is hereby amended by adding the following

Item 6 of the Schedule 13D is hereby amended by adding the following The responses to Items 2 and 5 of this Amendment are incorporated into this Item 6 by reference. As reported previously, American Express Travel Holdings Netherlands Coperatief U.A. 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 Expedia. 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 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 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 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 ceases to own at least 5% of the Issuer's issued shares, it will thereafte

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). Page 6 of 6 pages

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 Kristina V. Fink Kristina V. Fink Corporate Secretary, American Express Company