| 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,GTXAP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/06/2023 | ||||||||||||||||||||||||||
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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 | 06/06/2023 | A(1) | 774,354(1) | A(1) | $8.177(1) | 8,448,888 | I | See footnotes(2)(3)(4) | ||
| Common Stock | 06/06/2023 | A(1) | 2,831,513(1) | A(1) | $8.177(1) | 28,259,811 | I | See footnotes(2)(3)(4) | ||
| Common Stock | 06/06/2023 | A(1) | 102,728(1) | A(1) | $8.177(1) | 1,023,308 | I | See footnotes(2)(3)(4) | ||
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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 Cumulative Convertible Preferred Stock | $5.25(5) | 06/06/2023 | D(1) | 7,418,669(1) | (5) | (5) | Common Stock | 7,418,669 | $8.177 | 6,955,912 | I | See footnotes(2)(3)(4) | |||
| Series A Cumulative Convertible Preferred Stock | $5.25(5) | 06/06/2023 | D(1) | 27,127,173(1) | (5) | (5) | Common Stock | 27,127,173 | $8.177 | 25,428,298 | I | See footnotes(2)(3)(4) | |||
| Series A Cumulative Convertible Preferred Stock | $5.25(5) | 06/06/2023 | D(1) | 984,182(1) | (5) | (5) | Common Stock | 984,182 | $8.177 | 920,580 | I | See footnotes(2)(3)(4) | |||
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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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. On April 12, 2023, Garret Motion Inc. (the "Company") entered into a Transaction Agreement (the "Transaction Agreement") with Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings"), OCM Opps GTM Holdings LLC ("GTM Holdings"), Oaktree Phoenix Investment Fund LP ("Phoenix") and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. The transactions being reported on this Form 4 were consummated pursuant to the Transaction Agreement and are exempt transactions pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as may be amended. |
| 2. These shares of the Company's common stock, $0.001 par value per share ("Common Stock") and the Series A Cumulative Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock") are beneficially owned by Oaktree Capital Management, L.P. ("Management"), GTM Holdings and Phoenix as a result of being the investment managers of certain private investment funds that directly hold Common Stock and Series A Preferred Stock, including VOF Holdings, Oaktree Value Opportunities Fund GP, L.P. ("VOF GP"), as general partner of VOF Holdings, Oaktree Value Opportunities Fund GP Ltd. ("VOF GP Ltd."), as general partner of VOF GP, Oaktree Fund GP, LLC ("Fund GP"), as manager of GTM Holdings, Oaktree Fund GP I, L.P. ("GP I"), as managing member of Fund GP, Oaktree Capital I, L.P. ("Capital I"), as general partner of GP I, OCM Holdings I, LLC ("Holdings I"), |
| 3. (Continued from Footnote 2) as general partner of Capital I and holder of limited partnership interests in Capital I, Oaktree Holdings LLC ("Holdings"), as managing member of Holdings I, Oaktree Capital Management GP, LLC ("Management GP"), as general partner of Management, Atlas OCM Holdings LLC ("Atlas"), as managing member of Management GP, Oaktree Capital Group, LLC ("OCG"), as managing member of Holdings, Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of each of OCG and Atlas, Brookfield Corporation ("BC"), as indirect owner of the class A units of OCG, and BAM Partners Trust (the "BAM Partnership"), as sole owner of the Class B Limited Voting Shares of BC. BAM Class B Partners Inc. ("BAM Partners") is the trustee of the BAM Partnership. |
| 4. (Continued from Footnote 3) Brookfield Asset Management ULC as indirect owner of Class A units of Atlas OCM Holdings, LLC, Oaktree Phoenix Investment Fund GP, L.P. and Oaktree Phoenix Investment Fund GP Ltd. as general partners of Phoenix. Such entities expressly disclaim beneficial ownership of the shares held of record by VOF Holdings, GTM Holdings and Phoenix, except to the extent of any proportionate pecuniary interest therein. |
| 5. Each share of Series A Preferred Stock is convertible into one share of Common Stock pursuant to the terms of that certain Amended and Restated Certificate of Designations of Series A Cumulative Convertible Preferred Stock of the Company, dated as of June 6, 2023. |
| Remarks: |
| This Form 4 is being filed jointly by the Reporting Persons. The filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any or all of the equity securities covered by this Form 4. |
| OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P., By: Oaktree Capital Management, L.P., Its: Indirect Director, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President | 06/08/2023 | |
| OAKTREE VALUE OPPORTUNITIES FUND GP, L.P., By: Oaktree Value Opportunities Fund GP Ltd., Its General Partner, By: Oaktree Capital Management, L.P., Its: Director, By: /s/ Henry Orren, Name: Henry Orren Title: Senior Vice President | 06/08/2023 | |
| OAKTREE VALUE OPPORTUNITIES FUND GP LTD., By: Oaktree Capital Management, L.P., Its: Director, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President | 06/08/2023 | |
| OCM OPPS GTM HOLDINGS, LLC., By: Oaktree Fund GP, LLC, Its: General Partner, By: Oaktree Fund GP I L.P., Its: Managing Member, By: /s/ Henry Orren, Name: Henry Orren, Title: Authorized Signatory | 06/08/2023 | |
| OAKTREE FUND GP, LLC., By: Oaktree Fund GP I, L.P., Its: Managing Member, By:/s/ Henry Orren, Name: Henry Orren, Title: Authorized Signatory | 06/08/2023 | |
| OAKTREE FUND GP I, L.P., By: /s/ Henry Orren, Name: Henry Orren, Title: Authorized Signatory | 06/08/2023 | |
| OAKTREE CAPITAL I, L.P., By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President | 06/08/2023 | |
| OCM HOLDINGS I, LLC, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President | 06/08/2023 | |
| OAKTREE CAPITAL MANAGEMENT, L.P., By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President | 06/08/2023 | |
| OAKTREE CAPITAL MANAGEMENT GP, LLC, By: Atlas OCM Holdings, LLC, Its: Managing Member, By: Oaktree New Holdings, LLC, Its Member, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President | 06/08/2023 | |
| ** 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. | ||
