Garrett Motion Inc. — Major Shareholding Notification 2024

Nov 14, 2024

SC 13G/A 1 fp0090989-1_sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

**(AMENDMENT NO. 4) ***

GARRETT MOTION INC.

Field: Rule-Page

Field: /Rule-Page

(Name of Issuer)

Common Stock, par value $0.001 per share

Field: Rule-Page

Field: /Rule-Page

(Title of Class of Securities)

366505105

Field: Rule-Page

Field: /Rule-Page

(CUSIP Number)

September 30, 2024

Field: Rule-Page

Field: /Rule-Page

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[x] Rule 13d-1(c)

[ ] Rule 13d-1(d)

• 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 ).

Field: Page; Sequence: 1

Field: /Page

CUSIP No. 366505105 13G Page 1 of 8 Pages

| 1. | NAMES
OF REPORTING PERSONS Sessa
Capital (Master), L.P. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) | (a)
[ ] (b)
[ ] |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 14,289,203 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 14,289,203 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,289,203 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |

Field: Page; Sequence: 2

Field: /Page

CUSIP No. 366505105 13G Page 2 of 8 Pages

| 1. | NAMES
OF REPORTING PERSONS Sessa
Capital GP, LLC | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) | (a)
[ ] (b)
[ ] |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 14,289,203 |
| --- | --- |
| 6. | SHARED
VOTING POWER 0 |
| 7. | SOLE
DISPOSITIVE POWER 14,289,203 |
| 8. | SHARED
DISPOSITIVE POWER 0 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,289,203 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |

Field: Page; Sequence: 3

Field: /Page

CUSIP No. 366505105 13G Page 3 of 8 Pages

| 1. | NAMES
OF REPORTING PERSONS Sessa
Capital IM, L.P. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) | (a)
[ ] (b)
[ ] |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 14,289,203 |
| --- | --- |
| 6. | SHARED
VOTING POWER 0 |
| 7. | SOLE
DISPOSITIVE POWER 14,289,203 |
| 8. | SHARED
DISPOSITIVE POWER 0 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,289,203 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |

Field: Page; Sequence: 4

Field: /Page

CUSIP No. 366505105 13G Page 4 of 8 Pages

| 1. | NAMES
OF REPORTING PERSONS Sessa
Capital IM GP, LLC | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) | (a)
[ ] (b)
[ ] |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 14,289,203 |
| --- | --- |
| 6. | SHARED
VOTING POWER 0 |
| 7. | SOLE
DISPOSITIVE POWER 14,289,203 |
| 8. | SHARED
DISPOSITIVE POWER 0 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,289,203 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |

Field: Page; Sequence: 5

Field: /Page

CUSIP No. 366505105 13G Page 5 of 8 Pages

| 1. | NAMES
OF REPORTING PERSONS John
Petry | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) | (a)
[ ] (b)
[ ] |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States of America | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 14,289,203 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 14,289,203 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,289,203 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |

Field: Page; Sequence: 6

Field: /Page

CUSIP No. 366505105 13G Page 6 of 8 Pages

| Item
1. | Name
of Issuer Garrett
Motion Inc. (the “Issuer”) |
| --- | --- |
| (b) | Address
of Issuer’s Principal Executive Offices La
Piece 16, Rolle, Switzerland 1180 |

| Item 2. | Name
of Person Filing The
names of the persons filing this report (collectively, the “Reporting Persons”) are: 1. Sessa Capital (Master), L.P. 2. Sessa Capital GP, LLC 3. Sessa Capital IM, L.P. 4. Sessa Capital IM GP, LLC 5. John Petry |
| --- | --- |
| (b) | Address
of the Principal Office or, if none, residence The
address of the principal business office of each of the Reporting Persons is: 888
Seventh Avenue, 30th Floor New
York, NY, 10019 |
| (c) | Citizenship Sessa
Capital (Master), L.P. – a Cayman Islands exempted limited partnership Sessa
Capital GP, LLC – a Delaware limited liability company Sessa Capital IM, L.P. – a Delaware limited partnership Sessa
Capital IM GP, LLC – a Delaware limited liability company John
Petry – a United States citizen |
| (d) | Title
of Class of Securities Common
Stock, par value $0.001 per share (“Common Stock”) |
| (e) | CUSIP
Number 366505105 |

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Field: Page; Sequence: 7

Field: /Page

CUSIP No. 366505105 13G Page 7 of 8 Pages

Item 4. Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on the 213,562,312 shares of Common Stock outstanding as of October 18, 2024, as reported in the Issuer’s Form 10-Q filed on October 24, 2024.

Sessa Capital (Master), L.P. (the “Fund”) directly beneficially owns 14,289,203 shares of Common Stock.

Sessa Capital GP, LLC is the general partner of the Fund and, as a result, may be deemed to beneficially own Common Stock owned by the Fund. Sessa Capital IM, L.P. is the investment manager of the Fund and, as a result, may be deemed to beneficially own Common Stock owned by the Fund. Sessa Capital IM GP, LLC is the general partner of Sessa Capital IM, L.P. and, as a result, may be deemed to beneficially own Common Stock beneficially owned by Sessa Capital IM, L.P. John Petry is the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC and, as a result, may be deemed to beneficially own Common Stock owned by the Fund.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable

Item 8. Identification and Classification of Members of the Group.

Not applicable

Item 9. Notice of Dissolution of Group.

Not applicable

Field: Page; Sequence: 8

Field: /Page

CUSIP No. 366505105 13G Page 8 of 8 Pages

Item 10. Certification.

The Reporting Persons hereby make the following certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Signature

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

| By: | /s/
John Petry |
| --- | --- |
| | John Petry |
| | John Petry, individually,
as manager of Sessa Capital GP, LLC, the general partner of Sessa Capital (Master), L.P., and as manager of Sessa Capital
IM GP, LLC, the general partner of Sessa Capital IM, L.P. |
| Date: | November 14, 2024 |

Field: Page; Sequence: 9; Options: Last

Field: /Page