Gallogly Mark T Form 3 Garrett Motion / Credit GP Investors, L.L.C. Centerbridge ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Centerbridge Special Credit Partners III-Flex, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/20/2020

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

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,805,763	D(1)
Common Stock	584,237	I	See Footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Centerbridge Special Credit Partners III-Flex, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centerbridge Special Credit Partners General Partner III, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CCP III Cayman GP Ltd.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners Master, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners Offshore General Partner, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Cayman GP, Ltd.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit GP Investors, L.L.C.

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gallogly Mark T

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Aronson Jeffrey

(Last) (First) (Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 11

(City) (State) (Zip)

Explanation of Responses:

1. CSCP III Cayman GP Ltd. ("CSCP III Cayman GP") is the general partner of Centerbridge Special Credit Partners General Partner III, L.P. ("Special Credit III GP"), which is the general partner of Centerbridge Special Credit Partners III-Flex, L.P. ("SC III-Flex"), and may be deemed to share beneficial ownership over the shares held of record by SC III-Flex. As the directors of CSCP III Cayman GP, Jeffrey H. Aronson and Mark T. Gallogly may be deemed to share beneficial ownership with respect to the shares held of record by SC III-Flex. Such persons and entities expressly disclaim beneficial ownership of the shares held of record by SC III-Flex, except to the extent of any proportionate pecuniary interest therein.

2. Centerbridge Credit GP Investors, L.L.C. ("Credit GP Investors") is the sole director of Centerbridge Credit Cayman GP, Ltd. ("Credit Cayman GP"), which is the general partner of Centerbridge Credit Partners Offshore General Partner, L.P. ("Credit Partners Offshore GP"), which is the general partner of Centerbridge Credit Partners Master, L.P. ("Credit Partners Master"), and may be deemed to share beneficial ownership over the shares held of record by Credit Partners Master. As the managing members of Credit GP Investors, Jeffrey H. Aronson and Mark T. Gallogly may be deemed to share beneficial ownership with respect to the shares held of record by Credit Partners Master. Such persons and entities expressly disclaim beneficial ownership of the shares held of record by Credit Partners Master, except to the extent of any proportionate pecuniary interest therein.

Remarks:

May be a member of a 10% group (3) (3) The Reporting Persons are jointly filing this Form 3. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose. We note that the undersigned has made a Schedule 13D filing, and we refer to the disclosures contained therein regarding potential "group" status and disclaimers thereto.

	CENTERBRIDGE SPECIAL CREDIT PARTNERS III-FLEX, L.P., By: Centerbridge Special Credit Partners General Partner III, L.P., its general partner, By: CSCP III Cayman GP Ltd., its general partner, /s/ Susanne V. Clark, Susanne V. Clark, Authorized Signatory	10/28/2020
	CENTERBRIDGE SPECIAL CREDIT PARTNERS GENERAL PARTNER III, L.P., By: CSCP III Cayman GP Ltd., its general partner, /s/ Susanne V. Clark, Susanne V. Clark, Authorized Signatory	10/28/2020
	CSCP III CAYMAN GP LTD., /s/ Susanne V. Clark, Susanne V. Clark, Authorized Signatory	10/28/2020
	CENTERBRIDGE CREDIT PARTNERS MASTER, L.P., By: Centerbridge Credit Partners Offshore General Partner, L.P., By: Centerbridge Credit Cayman GP, Ltd., By: Centerbridge Credit GP Investors, L.L.C., /s/ Susanne V. Clark, Authorized Signatory	10/28/2020
	CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P., By: Centerbridge Credit Cayman GP, Ltd., its general partner, By: Centerbridge Credit GP Investors, L.L.C., its director, /s/ Susanne V. Clark, Susanne V. Clark, Authorized Signatory	10/28/2020
	CENTERBRIDGE CREDIT CAYMAN GP, LTD., By: Centerbridge Credit GP Investors, L.L.C., its director, /s/ Susanne V. Clark, Susanne V. Clark, Authorized Signatory	10/28/2020
	CENTERBRIDGE CREDIT GP INVESTORS, L.L.C., /s/ Susanne V. Clark, Susanne V. Clark, Authorized Signatory	10/28/2020
	MARK T. GALLOGLY, /s/ Mark T. Gallogly	10/28/2020
	JEFFREY H. ARONSON, /s/ Jeffrey H. Aronson	10/28/2020
	** Signature of Reporting Person	Date
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