Amended Statement of Beneficial Ownership (sc 13d/a)
January 26 2021 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Garrett
Motion Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
366505 105
(CUSIP
Number)
Owl Creek Asset Management, L.P.
640 5th Avenue
20th
Floor New York, NY 10019 U.S.
Attn: Stephen I Back
(212) 688-2550
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 22, 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. ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
CUSIP No. 366505 105
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1
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Names of Reporting Persons.
Owl Creek Credit Opportunities Master Fund, L.P.
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions):
WC, OO
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5
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e):
☐
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6
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Citizenship or Place of
Organization.
Cayman
Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
1,100,000
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
1,100,000
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,100,000
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13
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Percent of Class
Represented by Amount in Row (11)
1.5%
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14
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Type of Reporting Person
(See Instructions)
PN
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CUSIP No. 366505 105
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1
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Names of Reporting Persons.
Owl Creek Advisors, LLC
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions):
AF
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5
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e):
☐
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6
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Citizenship or Place of
Organization.
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
1,100,000
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive
1,100,000
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,100,000
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13
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Percent of Class
Represented by Amount in Row (11)
1.5%
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14
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Type of Reporting Person
(See Instructions)
OO
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CUSIP No. 366505 105
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1
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Names of Reporting Persons.
Owl Creek Asset Management, L.P.
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions):
AF
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5
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e):
☐
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6
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Citizenship or Place of
Organization.
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
1,100,000
|
|
9
|
|
Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
1,100,000
|
|
|
|
|
|
|
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,100,000 Shares
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12
|
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13
|
|
Percent of Class
Represented by Amount in Row (11)
1.5%
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14
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Type of Reporting Person
(See Instructions)
PN
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CUSIP No. 366505 105
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1
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Names of Reporting Persons.
Jeffrey A. Altman
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions):
AF
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5
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e):
☐
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6
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Citizenship or Place of
Organization.
United
States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
|
|
Sole Voting Power
0
|
|
8
|
|
Shared Voting Power
1,100,000
|
|
9
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Sole Dispositive Power
0
|
|
10
|
|
Shared Dispositive Power
1,100,000
|
|
|
|
|
|
|
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11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,100,000 Shares
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12
|
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13
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Percent of Class
Represented by Amount in Row (11)
1.5%
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14
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Type of Reporting Person
(See Instructions)
IN
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CUSIP No. 366505 105
EXPLANATORY NOTE
This Amendment No. 2 (this Amendment No. 2) to Schedule 13D amends and supplements the Schedule 13D
(as amended, the Schedule 13D) filed by the Reporting Persons on December 21, 2020. Defined terms used but not defined herein shall have the meaning ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction
Item
4 of the Schedule 13D is amended and supplemented as follows:
As previously disclosed, the Investors submitted a proposal for the going
concern financial restructuring of the Issuer and certain of its subsidiaries. The Issuer has selected an alternative proposal and the Investors have terminated their pursuit of their proposal.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and supplemented as follows:
(e) As a result of the circumstances described in Item 4 above, the Investors are no longer reporting their beneficial ownership of the
Issuers Common Stock on a collective basis, and as of January 22, 2021, the Reporting Persons may no longer be deemed to be members of a group that beneficially owns more than five percent of the Issuers Common Stock.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons were, for purposes of the Exchange Act, at any time members of a group.
CUSIP No. 366505 105
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.
Date: January 26, 2021
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JEFFREY A. Altman
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/s/ Jeffrey A. Altman
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Jeffrey A. Altman, (i) individually, (ii) as managing member of Owl Creek Advisors, LLC, (x) for itself and (y) as general partner of Owl Creek Credit Opportunities Master Fund, L.P. and
(iii) as managing member of the general partner of Owl Creek Asset Management, L.P., (x) for itself and (y) as investment manager to Owl Creek Credit Opportunities Master Fund, L.P.
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CUSIP No. 366505 105
Exhibit Index
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Exhibit 1
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Joint Filing Agreement by and among the Reporting Persons, dated as of December 21, 2020 (previously filed).
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Exhibit 2
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Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P., dated as of
December 10, 2020 (previously filed).
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Exhibit 3
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Proposed Backstop Commitment Agreement, dated as of December 20, 2020 (previously filed).
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Exhibit 4
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Revised Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P., dated as
of January 4, 2021 (previously filed).
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Exhibit 5
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Further Revised Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P.,
dated as of January 5, 2021 (previously filed).
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