Amendment: SEC Form SCHEDULE 13D/A filed by Garrett Motion Inc.
$GTX
Auto Parts:O.E.M.
Consumer Discretionary
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
|
Garrett Motion Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
366505105 (CUSIP Number) |
Susanne V. Clark c/o Centerbridge Partners, L.P., 375 Park Avenue, 11th Floor New York, NY, 10152 2126725000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/29/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 366505105 |
| 1 |
Name of reporting person
Centerbridge Credit Partners Master, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,906,010.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All calculations of percentage ownership herein are based on a total of 202,484,956 shares of Common Stock issued and outstanding, as reported by Garrett Motion Inc. in the Preliminary Prospectus Supplement filed on May 20, 2025 which reflects a decrease in the number of shares of the Issuer's Common Stock outstanding since the Reporting Persons filed Amendment No. 5 to the Original Schedule 13D.
SCHEDULE 13D
|
| CUSIP No. | 366505105 |
| 1 |
Name of reporting person
Centerbridge Credit Partners Offshore General Partner, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,906,010.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 366505105 |
| 1 |
Name of reporting person
Centerbridge Credit Cayman GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,906,010.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 366505105 |
| 1 |
Name of reporting person
Centerbridge Credit GP Investors, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,906,010.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 366505105 |
| 1 |
Name of reporting person
Centerbridge Special Credit Partners III-Flex, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,240,799.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 366505105 |
| 1 |
Name of reporting person
Centerbridge Special Credit Partners General Partner III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,240,799.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 366505105 |
| 1 |
Name of reporting person
CSCP III Cayman GP Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,240,799.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 366505105 |
| 1 |
Name of reporting person
Jeffrey H. Aronson | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,146,809.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.89 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
Garrett Motion Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
375 Park Avenue, 11th Floor, New York,
NEW YORK
, 10152. | |
Item 1 Comment:
This amendment (this "Amendment No. 6") amends the Schedule 13D filed by the Reporting Persons on May 13, 2021 (the "Original Schedule 13D", as amended by that certain Amendment No. 1 filed by the Reporting Persons on April 14, 2023, the "Schedule 13D Amendment No. 1", as further amended by that certain Amendment No. 2 filed by the Reporting Persons on June 7, 2023, the "Schedule 13D Amendment No. 2", as further amended by that certain Amendment No. 3 filed by the Reporting Persons on June 14, 2023, the "Schedule 13D Amendment No. 3, as further amended by that certain Amendment No. 4 filed by the Reporting Persons on December 14, 2023 (the "Schedule 13D Amendment No. 4"), as further amended by that certain Amendment No. 5 filed by the Reporting Persons on December 17, 2024 (the "Schedule 13D Amendment No. 5"), and as further amended by this Amendment No. 6, the "Schedule 13D"). Capitalized terms used herein but not defined herein shall have the respective meanings defined in the Original Schedule 13D, the Schedule 13D Amendment No. 1, the Schedule 13D Amendment No. 2, the Schedule 13D Amendment No. 3, the Schedule 13D Amendment No. 4 or the Schedule 13D Amendment No. 5, as applicable. The Schedule 13D is amended hereby only as specifically set forth herein, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any other Item in the Schedule 13D as previously amended, such incorporation by reference is also amended hereby. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The information required by Items 5(a) is set forth in rows 7 through 13 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
The information required by Items 5(b) is set forth in rows 7 through 13 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | |
| (c) | Item 5(c) is hereby amended by the addition of the following:
On May 29, 2025, SC III-Flex and Credit Partners Master sold the following shares of Common Stock for cash on the open market:
Trade Date Seller Date Shares Sold Price Per Share
May 29, 2025 Credit Partners Master 889,674.00 $10.30
May 29, 2025 SC III-Flex 2,110,326.00 $10.30 | |
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|