| 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) 05/11/2021 | ||||||||||||||||||||||||||
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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 | ||||||
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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 Preferred Stock | (1) | 05/11/2021 | P | 664,051 | (1) | (1) | Common Stock | 664,051(1) | $5.25 | 23,636,315 | I | See Footnote(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents the amount of Common Stock initially issuable upon conversion of the Series A Preferred Stock on the date of event requiring this report. Shares of Series A Preferred Stock are convertible, at the holder's election, at the conversion rate (as defined in the Company's certificate of designation of Series A Preferred Stock), which initially is 1:1. The shares of Series A Preferred Stock have no expiration date. |
| 2. These securities of Garrett Motion Inc. (the "Company") are beneficially owned by (i) Cyrus Capital Partners, L.P. ("Cyrus Capital Partners"), as a result of being the investment manager of certain private investment funds that directly hold the securities, including Cyrus 1740 Master Fund, L.P., Canary SC Master Fund, L.P., Cyrus Opportunities Master Fund II, Ltd., Crescent 1, L.P., CRS Master Fund, L.P., Cyrus Select Opportunities Master Fund, Ltd., Cyrus Select Opportunities Master Fund II, L.P., PC Investors III LLC, and Peterson Capital Investors LLC, (ii) Cyrus Capital Partners GP, L.L.C. ("Cyrus Capital GP"), as a result of being the sole general partner of Cyrus Capital Partners, and (iii) Stephen C. Freidheim, as a result of being the Chief Investment Officer of Cyrus Capital Partners and the sole member and manager of Cyrus Capital GP (collectively, the "Reporting Persons"). |
| 3. (Continued from footnote 2) Each of the Reporting Persons disclaims beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 4. |
| STEPHEN C. FREIDHEIM By: /s/ Stephen C. Freidheim | 05/11/2021 | |
| CYRUS CAPITAL PARTNERS GP, L.L.C., By: /s/ Stephen C. Freidheim, Stephen C. Freidheim, its Sole Member/Manager | 05/11/2021 | |
| CYRUS CAPITAL PARTNERS, L.P., By: Cyrus Capital Partners GP, L.L.C., its general partner, /s/ Stephen C. Freidheim, Stephen C. Freidheim, its Sole Member/Manager | 05/11/2021 | |
| ** 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. | ||