Garrett Motion Inc. — Major Shareholding Notification 2021

Dec 14, 2021

SC 13D/A 1 doc1.htm NONE Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 01 )*

Garrett Motion Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

366505105

(CUSIP Number)

Seth A. Klarman, The Baupost Group, L.L.C. 10 St. James Ave BOSTON, Massachusetts 02116 Phone : (617) 210-8300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 10, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

| 1 | NAMES
OF REPORTING PERSONS | | |
| --- | --- | --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
| | The Baupost Group, L.L.C. 04-3402144 | | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | o |
| | | (b) | x |
| 3 | SEC
USE ONLY | | |
| 4 | SOURCE
OF FUNDS | | |
| | AF | | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f) | | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION | | |
| | State of Delaware | | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER | |
| | | 0 | |
| | 8 | SHARED
VOTING POWER | |
| | | 29,055,292 | |
| | 9 | SOLE
DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED
DISPOSITIVE POWER | |
| | | 29,055,292 | |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | 29,055,292 | | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 32.09% | | |
| 14 | TYPE
OF REPORTING PERSON | | |
| | IA | | |

| 1 | NAMES
OF REPORTING PERSONS | | |
| --- | --- | --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
| | Baupost Group GP, L.L.C. 82-3254604 | | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | o |
| | | (b) | x |
| 3 | SEC
USE ONLY | | |
| 4 | SOURCE
OF FUNDS | | |
| | AF | | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f) | | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION | | |
| | State of Delaware | | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER | |
| | | 0 | |
| | 8 | SHARED
VOTING POWER | |
| | | 29,055,292 | |
| | 9 | SOLE
DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED
DISPOSITIVE POWER | |
| | | 29,055,292 | |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | 29,055,292 | | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 32.09% | | |
| 14 | TYPE
OF REPORTING PERSON | | |
| | HC | | |

| 1 | NAMES
OF REPORTING PERSONS | | |
| --- | --- | --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
| | Seth A. Klarman | | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | o |
| | | (b) | x |
| 3 | SEC
USE ONLY | | |
| 4 | SOURCE
OF FUNDS | | |
| | AF | | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f) | | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION | | |
| | The United States of America | | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER | |
| | | 0 | |
| | 8 | SHARED
VOTING POWER | |
| | | 29,055,292 | |
| | 9 | SOLE
DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED
DISPOSITIVE POWER | |
| | | 29,055,292 | |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | 29,055,292 | | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 32.09% | | |
| 14 | TYPE
OF REPORTING PERSON | | |
| | HC | | |

ITEM 1. Security and Issuer

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission'') by the Reporting Persons with respect to the Common Stock of the Issuer on May 07, 2021 (the "Schedule 13D''). Terms defined in the Schedule 13D are used herein as so defined. Except as specifically provided herein, this amendment ("Amendment No. 1") does not modify any of the information previously reported in the Schedule 13D.

ITEM 2. Identity and Background

(a)

(b)

(c)

(d)

(e)

(f)

ITEM 3. Source and Amount of Funds or Other Consideration

ITEM 4. Purpose of Transaction

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

ITEM 5. Interest in Securities of the Issuer

(a) The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated by reference herein.

(b) The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated by reference herein.

(c) During the past 60 days, none of the Reporting Persons has effected any transactions in shares of Common Stock or Series A Preferred Stock except as described below.

Transaction Date Shares or Units Purchased (Sold) Price Per Share or Unit

December 10, 2021 (1,827,868) shares of Series A Preferred Stock $8.20

(d)

(e)

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

ITEM 7. Material to Be Filed as Exhibits

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| December 14, 2021 | The Baupost Group, L.L.C. — By: | /s/
Seth A. Klarman |
| --- | --- | --- |
| | | Chief Executive Officer |
| | Baupost Group GP, L.L.C. | |
| December 14, 2021 | By: | /s/
Seth A. Klarman |
| | | Managing Member |
| | Seth A. Klarman | |
| December 14, 2021 | By: | /s/
Seth A. Klarman |

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes:

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)