Garrett Motion Inc. — Director's Dealing 2023

Jun 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Garrett Motion Inc. (GTX,GTXAP)
CIK: 0001735707
Period of Report: 2023-06-12

Reporting Person: Centerbridge Special Credit Partners III-Flex, L.P. (N/A)
Reporting Person: Centerbridge Credit Partners Master, L.P. (N/A)
Reporting Person: Centerbridge Credit Partners Offshore General Partner, L.P. (N/A)
Reporting Person: Centerbridge Credit Cayman GP, Ltd. (N/A)
Reporting Person: Centerbridge Credit GP Investors, L.L.C. (N/A)
Reporting Person: Centerbridge Special Credit Partners General Partner III, L.P. (N/A)
Reporting Person: CSCP III Cayman GP Ltd. (N/A)
Reporting Person: Aronson Jeffrey (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-12	Common Stock	M	9160474	—	Acquired	10764999	Indirect
2023-06-12	Common Stock	M	22869013	—	Acquired	28221929	Indirect
2023-06-12	Common Stock	A	956163	$8.177	Acquired	11721162	Indirect
2023-06-12	Common Stock	A	2387050	$8.177	Acquired	30608979	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-12	Series A Cumulative Convertible Preferred Stock	$	M	9160474	Disposed		Common Stock (9160474)	Indirect
2023-06-12	Series A Cumulative Convertible Preferred Stock	$	M	22869013	Disposed		Common Stock (22869013)	Indirect

Footnotes

F1: The transactions being reported were effected pursuant to the Transaction Agreement entered into by Centerbridge Credit Partners Master, L.P. and Centerbridge Special Credit Partners III-Flex, L.P. on April 12, 2023 with Garrett Motion, Inc. and are exempt transactions pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2: 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 of Common Stock and shares of Series A Cumulative Convertible Preferred Stock held of record by Credit Partners Master. As the managing member of Credit GP Investors, Jeffrey H. Aronson 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.

F3: 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 of Common Stock and shares of Series A Cumulative Convertible Preferred Stock held of record by SC III-Flex. As the director of CSCP III Cayman GP, Jeffrey H. Aronson 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.

F4: Each share of Series A Cumulative Convertible Preferred Stock, par value $0.001 per share, was convertible into one share of Common Stock based upon a stated value of $5.25 per share of Series A Cumulative Convertible Preferred Stock pursuant to the terms of the Amended and Restated Certificate of Designations of Series A Cumulative Convertible Preferred Stock, dated as of June 6, 2023, by Garrett Motion Inc. All of the shares of Series A Cumulative Convertible Preferred Stock were converted to Common Stock after the close of business on June 12, 2023.