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) 10/01/2018 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Restricted Stock Units | (1) | 10/01/2018 | A | 43,250 | (1) | (1) | Common Stock | 43,250 | $0 | 43,250 | D | ||||
Restricted Stock Units | (2) | 10/01/2018 | A | 11,122 | (2) | (2) | Common Stock | 11,122 | $0 | 11,122 | D | ||||
Restricted Stock Units | (3) | 10/01/2018 | A | 16,285 | (3) | (3) | Common Stock | 16,285 | $0 | 16,285 | D | ||||
Restricted Stock Units | (4) | 10/01/2018 | A | 15,494 | (4) | (4) | Common Stock | 15,494 | $0 | 15,494 | D | ||||
Restricted Stock Units | (5) | 10/01/2018 | A | 6,859 | (5) | (5) | Common Stock | 6,859 | $0 | 6,859 | D | ||||
Restricted Stock Units | (6) | 10/01/2018 | A | 11,350 | (6) | (6) | Common Stock | 11,350 | $0 | 11,350 | D | ||||
Restricted Stock Units | (7) | 10/01/2018 | A | 23,032 | (7) | (7) | Common Stock | 23,032 | $0 | 23,032 | D | ||||
Restricted Stock Units | (8) | 10/01/2018 | A | 12,870 | (8) | (8) | Common Stock | 12,870 | $0 | 12,870 | D | ||||
Restricted Stock Units | (9) | 10/01/2018 | A | 14,351 | (9) | (9) | Common Stock | 14,351 | $0 | 14,351 | D | ||||
Restricted Stock Units | (10) | 10/01/2018 | A | 19,452 | (10) | (10) | Common Stock | 19,452 | $0 | 19,452 | D | ||||
Restricted Stock Units | (11) | 10/01/2018 | A | 17,523 | (11) | (11) | Common Stock | 17,523 | $0 | 17,523 | D | ||||
Restricted Stock Units | (12) | 10/01/2018 | A | 17,036 | (12) | (12) | Common Stock | 17,036 | $0 | 17,036 | D |
Explanation of Responses: |
1. Grant of restricted stock units pursuant to the 2018 Stock Incentive Plan of Garrett Motion Inc. and its Affiliates, which will vest as to 50% on October 1, 2021 and 50% on October 1, 2022, subject to continued employment. |
2. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell International Inc. ("Honeywell") into equity awards of Garrett Motion Inc. ("Garrett") with respect to, or with a value determined with reference to, Garrett common stock, par value $0.001. The restricted stock units will vest in equal installments on February 27, 2019, February 27, 2020, February 27, 2021 and February 27, 2022, subject to continued employment. |
3. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Garrett with respect to, or with a value determined with reference to, Garrett common stock, par value $0.001. The restricted stock units will vest in equal installments on February 28, 2019, February 28, 2020 and February 28, 2021, subject to continued employment. |
4. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Garrett with respect to, or with a value determined with reference to, Garrett common stock, par value $0.001. The restricted stock units will vest in equal installments on February 25, 2019 and February 25, 2020, subject to continued employment. |
5. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Garrett with respect to, or with a value determined with reference to, Garrett common stock, par value $0.001. The restricted stock units will vest on February 26, 2019, subject to continued employment. |
6. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Garrett with respect to, or with a value determined with reference to, Garrett common stock, par value $0.001. The restricted stock units will vest on February 27, 2021, subject to continued employment. |
7. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Garrett with respect to, or with a value determined with reference to, Garrett common stock, par value $0.001. The restricted stock units will vest 33% on July 27, 2019 and July 27, 2021 and 34% on July 27, 2023, subject to continued employment. |
8. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Garrett with respect to, or with a value determined with reference to, Garrett common stock, par value $0.001. The restricted stock units will vest on February 28, 2020, subject to continued employment. |
9. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Garrett with respect to, or with a value determined with reference to, Garrett common stock, par value $0.001. The restricted stock units will vest on February 25, 2019, subject to continued employment. |
10. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Garrett with respect to, or with a value determined with reference to, Garrett common stock, par value $0.001. The restricted stock units will vest 49% on July 31, 2020 and 51% on July 31, 2022, subject to continued employment. |
11. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Garrett with respect to, or with a value determined with reference to, Garrett common stock, par value $0.001. The restricted stock units will vest on July 25, 2019, subject to continued employment. |
12. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Garrett with respect to, or with a value determined with reference to, Garrett common stock, par value $0.001. The restricted stock units will vest on March 15, 2020, subject to continued employment. |
/s/ Jerome Maironi, as Attorney-in-Fact | 10/03/2018 | |
** 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. |