Garrett Motion Inc. — Major Shareholding Notification 2021

May 4, 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. 8 )*

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)

April 30, 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) | | |
| | BAUPOST GROUP LLC/MA 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 | |
| | | 0 | |
| | 9 | SOLE
DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED
DISPOSITIVE POWER | |
| | | 0 | |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | 0 | | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 0% | | |
| 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 | |
| | | 0 | |
| | 9 | SOLE
DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED
DISPOSITIVE POWER | |
| | | 0 | |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | 0 | | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 0% | | |
| 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 State of America | | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER | |
| | | 0 | |
| | 8 | SHARED
VOTING POWER | |
| | | 0 | |
| | 9 | SOLE
DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED
DISPOSITIVE POWER | |
| | | 0 | |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | 0 | | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 0% | | |
| 14 | TYPE
OF REPORTING PERSON | | |
| | HC | | |

ITEM 1. Security and Issuer

This Amendment No. 8 amends the statement on Schedule 13D filed with the Securities and Exchange Commission by The Baupost Group, L.L.C. ("Baupost"), Baupost Group GP, L.L.C. (“BG GP”), and Seth A. Klarman (collectively, the "Reporting Persons") on October 23, 2020 (as amended, the “Schedule 13D”) with respect to shares of common stock, $0.001 par value per share (the “Shares”) of Garrett Motion Inc. (the “Company”). Capitalized terms used but not otherwise defined herein have the meanings set forth 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

Item 4 is hereby amended by adding the following: On April 30, 2021, the Company’s plan of reorganization became effective which automatically terminated both the Second Amended and Restated Plan Support Agreement dated as of March 9, 2021 and the ‘group’ status of the Additional Investors, the Plan Sponsors, Honeywell and the Initial Consenting Noteholders (to the extent they owned Shares) for purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. Upon the effective date of the plan of reorganization, all then outstanding shares of common stock of the Company were cancelled. As a result, each of the Reporting Persons ceased to be the beneficial owner of any Shares.

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

ITEM 5. Interest in Securities of the Issuer

(a) As of the date of this statement, each of the Reporting Persons own 0 Shares.

(b) Not applicable.

(c) During the past 60 days, none of the Reporting Persons has effected any transactions in the Shares.

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

(d) Not applicable.

(e) On April 30, 2021, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding Shares. As such, the filing of this Amendment No. 8 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

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.

| May 04, 2021 | The Baupost Group L.L.C. — By: | /s/
Seth A. Klarman |
| --- | --- | --- |
| | | Chief Executive Officer |
| | Baupost Group GP, L.L.C. | |
| May 04, 2021 | By: | /s/
Seth A. Klarman |
| | | Managing Member |
| | Seth A. Klarman | |
| May 04, 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)