SEC Filing | Garrett Motion

NAMES OF REPORTING PERSONS

Newtyn Partners, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

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SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1.)*

GARRETT MOTION INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

Series A Cumulative Convertible Preferred Stock, par value $0.001 per share

(Title of Class of Securities)

366505105

366505204

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)

Consists of 1,571,451 shares of common stock, $0.001 par value per share (the “Common Stock”)issuable upon conversion of 1,571,451 shares of Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), of Garrett Motion Inc., a Delaware corporation (the “Company”).

(2)

Based on 66,634,257 shares of Common Stock outstanding, consisting of 65,062,806 shares of Common Stock outstanding as of October 21, 2021, as reported in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021, and 1,571,451 shares of Common Stock issuable upon conversion of 1,571,451 shares of Series A Preferred Stock.

(1)	Consists of 1,078,549 shares of Common Stock issuable upon conversion of 1,078,549 shares of Series A Preferred Stock of the Company.

(2)	Based on 66,141,355 shares of Common Stock outstanding, consisting of 65,062,806 shares of Common Stock and 1,078,549 shares of Common Stock issuable upon conversion of 1,078,549 shares of Series A Preferred Stock.

(1)	Consists of 2,650,000 shares of Common Stock issuable upon conversion of 2,650,000 shares of Series A Preferred Stock of the Company.

(2)	Based on 67,712,806 shares of Common Stock outstanding, consisting of 65,062,806 shares of Common Stock and 2,650,000 shares of Common Stock issuable upon conversion of 2,650,000 shares of Series A Preferred Stock.

(1)	Consists of 2,650,000 shares of Common Stock issuable upon conversion of 2,650,000 shares of Series A Preferred Stock of the Company.

(2)	Based on 67,712,806 shares of Common Stock outstanding, consisting of 65,062,806 shares of Common Stock and 2,650,000 shares of Common Stock issuable upon conversion of 2,650,000 shares of Series A Preferred Stock.

(1)	Consists of 2,650,000 shares of Common Stock issuable upon conversion of 2,650,000 shares of Series A Preferred Stock of the Company.

(2)	Based on 67,712,806 shares of Common Stock outstanding, consisting of 65,062,806 shares of Common Stock and 2,650,000 shares of Common Stock issuable upon conversion of 2,650,000 shares of Series A Preferred Stock.

(1)	Consists of 2,650,000 shares of Common Stock issuable upon conversion of 2,650,000 shares of Series A Preferred Stock of the Company.

(2)	Based on 67,712,806 shares of Common Stock outstanding, consisting of 65,062,806 shares of Common Stock and 2,650,000 shares of Common Stock issuable upon conversion of 2,650,000 shares of Series A Preferred Stock.

Item 1(a). Name of Issuer: Garrett Motion Inc. (the “Company”)

Item 1(b). Address of Issuer’s Principal Executive Officers: La Pièce 16, Rolle, Switzerland 1180

Item 2(a). Name of Person Filing:

This statement is filed by (1) Newtyn Partners, LP (“NP”) and Newtyn TE Partners, LP (“NTE”), each a Delaware limited partnership, with respect to the shares of Common Stock and Series A Preferred Stock directly owned by it, (2) Newtyn Management, LLC, a New York limited liability company (“NM”), as the investment manager of NP and NTE, (3) Newtyn Capital Partners, LP, a Delaware limited partnership (“NCP”), as the general partner to each of NP and NTE, (4) Ledo Capital, LLC, a New York limited liability company (“Ledo”), as the general partner to NCP; and (5) Mr. Noah Levy, as managing member to NM. NP, NTE, NM, NCP, Ledo and Mr. Levy are collectively referred to as the “Reporting Persons.”

Item 2(b). Address or Principal Business Office or, if None, Residence:

The principal business address of each of the Reporting Persons is 60 East 42nd Street, 9th Floor, New York, New York 10165.

Item 2(c). Citizenship: See Item 4 of each cover page.

Item 2(d).Title of Class of Securities:

Common Stock, $0.001 par value per share (“Common Stock”)

Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”)

Item 2(e).CUSIP No.:

366505105

366505204

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.

Item 4. Ownership.

(a)	Amount beneficially owned: See Item 9 of each cover page.

(b)	Percent of class: See Item 11 of each cover page.

(c)	Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: See Item 5 of each cover page.

(ii)

Shared power to vote or to direct the vote: See Item 6 of each cover page.

(iii)

Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

(iv)

Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2022


Newtyn Partners, LP
By:	Newtyn Management, LLC Investment Manager

By:	/s/ Eugene Dozortsev
	Name:	Eugene Dozortsev
	Title:	Authorized Signatory

Newtyn TE Partners, LP
By:	Newtyn Management, LLC Investment Manager

By:	/s/ Eugene Dozortsev
	Name:	Eugene Dozortsev
	Title:	Authorized Signatory

Newtyn Management, LLC

By:	/s/ Eugene Dozortsev
	Name:	Eugene Dozortsev
	Title:	Authorized Signatory

Newtyn Capital Partners, LP
By:	Ledo Capital, LLC General Partner

By:	/s/ Eugene Dozortsev
	Name:	Eugene Dozortsev
	Title:	Authorized Signatory

Ledo Capital, LLC

By:	/s/ Eugene Dozortsev
	Name:	Eugene Dozortsev
	Title:	Authorized Signatory

/s/ Noah Levy
Noah Levy

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.