SEC Filing | Garrett Motion

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SEC FORM 4 SEC Form 4

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^*

Maironi Jerome

(Last)

(First)

(Middle)

LA PIECE 16

(Street)

ROLLE

1180

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc. [ GTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, GC & Corp. Secretary

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾								239	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	10/01/2018		A		54,060		⁽²⁾	⁽²⁾	Common Stock	54,060	$0	54,060	D
Restricted Stock Units	⁽³⁾	10/01/2018		A		14,318		⁽³⁾	⁽³⁾	Common Stock	14,318	$0	14,318	D
Restricted Stock Units	⁽⁴⁾	10/01/2018		A		23,503		⁽⁴⁾	⁽⁴⁾	Common Stock	23,503	$0	23,503	D
Restricted Stock Units	⁽⁵⁾	10/01/2018		A		24,100		⁽⁵⁾	⁽⁵⁾	Common Stock	24,100	$0	24,100	D
Restricted Stock Units	⁽⁶⁾	10/01/2018		A		10,719		⁽⁶⁾	⁽⁶⁾	Common Stock	10,719	$0	10,719	D
Restricted Stock Units	⁽⁷⁾	10/01/2018		A		14,528		⁽⁷⁾	⁽⁷⁾	Common Stock	14,528	$0	14,528	D
Restricted Stock Units	⁽⁸⁾	10/01/2018		A		18,518		⁽⁸⁾	⁽⁸⁾	Common Stock	18,518	$0	18,518	D
Restricted Stock Units	⁽⁹⁾	10/01/2018		A		22,387		⁽⁹⁾	⁽⁹⁾	Common Stock	22,387	$0	22,387	D
Restricted Stock Units	⁽¹⁰⁾	10/01/2018		A		23,152		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	23,152	$0	23,152	D
Restricted Stock Units	⁽¹¹⁾	10/01/2018		A		24,453		⁽¹¹⁾	⁽¹¹⁾	Common Stock	24,453	$0	24,453	D

Explanation of Responses:

1. On October 1, 2018, Honeywell International Inc. (?Honeywell?) distributed a pro rata dividend to Honeywell?s stockholders of record as of 5:00 p.m. New York City time on September 18, 2018 one share of Garrett Motion Inc., a Delaware corporation, (?Garrett?) common stock, par value $0.001 per share, for every ten shares of Honeywell common stock, par value $1.00 per share held by each holder to effect the legal and structural separation of Garrett from Honeywell. Mr. Maironi received a dividend from Honeywell of 239 shares of Garrett common stock.

2. 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.

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 27, 2019, February 27, 2020, February 27, 2021 and February 27, 2022, 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 28, 2019, February 28, 2020 and February 28, 2021, 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 in equal installments on February 25, 2019 and February 25, 2020, 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 26, 2019, 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 on February 27, 2021, 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 25, 2019 and 51% on July 25, 2021, 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 March 15, 2020, subject to continued employment.

	/s/ Jerome Maironi	10/03/2018
	** Signature of Reporting Person	Date
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