| 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). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc. [ GTX,GTXAP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/20/2025 | ||||||||||||||||||||||||||
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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 | 08/20/2025 | S | 5,000,000(1) | D | $12.42 | 31,894,816 | I | See Footnotes(2)(3) | ||
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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 | ||||||||
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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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. The reported securities were repurchased by the Issuer. |
| 2. The reported securities are directly held by Oaktree Value Opportunities Fund Holdings, L.P., OCM Opps GTM Holdings LLC, Oaktree Phoenix Investment Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. (collectively, the "Direct Holders"), which securities may be deemed beneficially owned by the direct and indirect managers or general partners of the Direct Holders including Oaktree Capital Holdings, LLC and Oaktree Capital Group Holdings GP, LLC. |
| 3. Each Reporting Person expressly disclaims beneficial ownership of the reported securities except of such Reporting Person's pecuniary interest therein. |
| /s/ See Signatures Included in Exhibit 99.1 | 08/21/2025 | |
| ** 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. | ||
EXHIBIT 99.1
This Statement on Form 4 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons can be found on the Form 4 filed
herewith.
Name of Designated Filer: OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
Date of Event Requiring Statement: August 20, 2025
Issuer Name and Ticker or Trading Symbol: Garrett Motion Inc. [ GTX,GTXAP ]
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Oaktree Capital Group Holdings GP, LLC
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By:
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/s/ Henry Orren
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Name: Henry Orren
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Title: Authorized Signatory
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Oaktree Value Opportunities Fund Holdings, L.P.
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By: Oaktree Value Opportunities Fund GP, L.P.
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Its: General Partner
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By: Oaktree Value Opportunities Fund GP Ltd.
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Its: General Partner
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By: Oaktree Capital Management, L.P.
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Its: Director
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By:
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/s/ Henry Orren
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Name: Henry Orren
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Title: Managing Director
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OCM Opps GTM Holdings, LLC
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By: Oaktree Fund GP, LLC
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Its: General Partner
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By: Oaktree Fund GP I, L.P.
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Its: Managing Member
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By:
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/s/ Henry Orren
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Name: Henry Orren
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Title: Authorized Signatory
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Oaktree Capital Holdings, LLC
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By:
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/s/ Henry Orren
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Name: Henry Orren
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Title: Authorized Signatory
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Oaktree Phoenix Investment Fund, L.P.
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By: Oaktree Phoenix Investment Fund GP, L.P.
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Its: General Partner
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By: Oaktree Phoenix Investment Fund GP, Ltd.
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Its: General Partner
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By: Oaktree Capital Management, L.P.
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Its: Director
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By:
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/s/ Henry Orren
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Name: Henry Orren
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Title: Managing Director
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Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
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By: Oaktree Fund GP, LLC
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Its: General Partner
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By: Oaktree Fund GP I, L.P.
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Its: Managing Member
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By:
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/s/ Henry Orren
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Name: Henry Orren
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Title: Authorized Signatory
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