Atlas OCM Form 4 Change in insider ownership

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^*

OAKTREE HOLDINGS, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2023

4. 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 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	06/12/2023		A⁽¹⁾⁽²⁾⁽³⁾		7,681,964⁽¹⁾⁽²⁾⁽³⁾	A⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	9,174,940	I	See footnotes⁽⁴⁾⁽⁵⁾
Common Stock	06/12/2023		A⁽¹⁾⁽²⁾⁽³⁾		28,082,484⁽¹⁾⁽²⁾⁽³⁾	A⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	30,913,997	I	See footnotes⁽⁴⁾⁽⁵⁾
Common Stock	06/12/2023		A⁽¹⁾⁽²⁾⁽³⁾		1,016,669⁽¹⁾⁽²⁾⁽³⁾	A⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	1,119,397	I	See footnotes⁽⁴⁾⁽⁵⁾

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)
Series A Cumulative Convertible Preferred Stock	$5.25⁽⁶⁾	06/12/2023		M⁽¹⁾⁽²⁾⁽³⁾			6,955,912⁽¹⁾⁽²⁾⁽³⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	6,955,912	⁽¹⁾⁽²⁾⁽³⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾
Series A Cumulative Convertible Preferred Stock	$5.25⁽⁶⁾	06/12/2023		M⁽¹⁾⁽²⁾⁽³⁾			25,428,298⁽¹⁾⁽²⁾⁽³⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	25,428,298	⁽¹⁾⁽²⁾⁽³⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾
Series A Cumulative Convertible Preferred Stock	$5.25⁽⁶⁾	06/12/2023		M⁽¹⁾⁽²⁾⁽³⁾			920,580⁽¹⁾⁽²⁾⁽³⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	920,580	⁽¹⁾⁽²⁾⁽³⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

OAKTREE HOLDINGS, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BROOKFIELD Corp /ON/

(Last)

(First)

(Middle)

181 BAY STREET, SUITE 100,

BROOKFIELD PLACE

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAM Partners Trust

(Last)

(First)

(Middle)

181 BAY STREET, SUITE 100,

BROOKFIELD PLACE

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlas OCM Holdings, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Oaktree Capital Group, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Oaktree Capital Group Holdings GP, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Oaktree Phoenix Investment Fund, L.P.

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

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 on June 12, 2023 (the "Conversion Date"), pursuant to the Transaction Agreement and the terms of that certain Amended and Restated Certificate of Designations of Series A Cumulative Convertible Preferred Stock of the Company (the "Certificate of Designations"), dated as of June 6, 2023.

2. (Continued from footnote 1). On the Conversion Date, each share of Series A Cumulative Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock") of the Company was automatically converted into one fully-paid, non-assessable share of Company's common stock, $0.001 par value per share ("Common Stock") and each holder of Series A Preferred Stock was deemed to be the holder of record of the Common Stock issuable upon such conversion. Further, in connection with such conversion, the Company is obligated to pay to the holders, including VOF Holdings, GTM Holdings and Phoenix, in respect of each share of Series A Preferred Stock held immediately prior to the Conversion, (i) $0.144375 in cash, and (ii) approximately 0.104379 shares of Common Stock

3. (Continued from footnote 2) (representing $0.853509 in accrued and unpaid dividends per share of Series A Preferred Stock, valued at $8.177 per share), subject to adjustments pursuant to the Certificate of Designations to avoid the issuance of fractional shares of Common Stock. The amounts reflected in this Form 4 include both the shares issuable upon conversion as well as the additional shares issuable with respect to accrued and unpaid dividends. Following the Conversion Date, the Reporting Persons no longer own any shares of Series A Preferred Stock.

4. These shares of Common 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, 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"), 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"),

5. (Continued from footnote 4) 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. 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.

6. On the Conversion Date, each share of Series A Preferred Stock was automatically converted into one share of Common Stock pursuant to the terms of the Certificate of Designations.

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 HOLDINGS LLC. By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President	06/13/2023
	ATLAS OCM HOLDINGS LLC., By: Oaktree New Holdings, LLC, Its Member, By: /s/ Henry Orren, Title: Senior Vice President	06/13/2023
	OAKTREE CAPITAL GROUP LLC. By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President	06/13/2023
	OAKTREE CAPITAL GROUP HOLDINGS GP LLC., By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President	06/13/2023
	BROOKFIELD CORPORATION By:/s/ Swati Mandava, Name: Swati Mandava, Title: Managing Director, Legal & Regulatory	06/13/2023
	BAM PARTNERS TRUST., By: BAM Class B Partners, Inc. Its Trustee, By: /s/Kathy Sarpash, Name: Kathy Sarpash, Title: Secretary	06/13/2023
	OAKTREE PHOENIX INVESTMENT FUND LP, By: Oaktree Phoenix Investment Fund GP, L.P., Its: GP, By: Oaktree Phoenix Investment Fund	06/13/2023
	GP, Ltd, Its: GP, By: Oaktree Capital Management, L.P., Its: Dir, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior VP	06/13/2023
	** 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).
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Atlas OCM Form 4Change in insider ownership