| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc. [ GTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/13/2023 | C | 25,462,810 | A | (3) | 31,195,589 | I | See Footnotes(1)(2) | ||
| Common Stock | 06/13/2023 | S | 500,000 | D | $8 | 30,695,589 | I | See Footnotes(1)(2) | ||
| Common Stock | 06/14/2023 | S | 3,100,000 | D | $7.73(4) | 27,595,589 | I | See Footnotes(1)(2) | ||
| Common Stock | 06/15/2023 | S | 1,025,000 | D | $7.55 | 26,570,589 | I | See Footnotes(1)(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Series A Cumulative Convertible Preferred Stock | (3) | 06/13/2023 | C | 25,462,810 | (3) | (3) | Common Stock | 28,120,589 | (3) | 0 | I | See Footnotes(1)(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This statement on Form 4 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Group GP, L.L.C. ("Baupost GP"), and Seth A. Klarman ("Mr. Klarman") (collectively, the "Reporting Persons"). Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to various private investment limited partnerships. Baupost GP, as the manager of Baupost, and Mr. Klarman, as the sole managing member of Baupost GP and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the securities beneficially owned by Baupost. Securities reported on this Form 4 as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships. |
| 2. (Continued from footnote 1) The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof for purposes of Section 16 of the Exchange Act or for any other purpose. |
| 3. The common stock reported herein were issued following the automatic conversion of all outstanding the Series A Cumulative Convertible Preferred Stock of Garrett Motion Inc. (the "Conversion") in accordance with the Issuer's certificate of designations for the Series A Cumulative Convertible Preferred Stock. |
| 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.71 to $7.87. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| Seth A. Klarman | 06/15/2023 | |
| Seth A. Klarman | 06/15/2023 | |
| Seth A. Klarman | 06/15/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||