Initial Statement of Beneficial Ownership (3)
May 10 2021 - 5:17PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Sessa Capital GP, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/30/2021
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3. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc. [GTX]
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(Last)
(First)
(Middle)
888 SEVENTH AVENUE, 30TH FLOOR, |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 6912204 | I | See Footnote (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series A Preferred Stock | (2) | (2) | Common Stock | 16211432 (2) | (2) | I | See Footnote (1) |
Explanation of Responses: |
(1) | These securities of Garrett Motion Inc. (the "Company") are beneficially owned by (i) Sessa Capital (Master), L.P. ("Sessa Capital"), as a result of its direct ownership of Shares, (ii) Sessa Capital GP, LLC ("Sessa Capital GP"), as a result of being the sole general partner of Sessa Capital, (iii) Sessa Capital IM, L.P. ("Sessa IM"), as a result of being the investment adviser for Sessa Capital, and (iv) Sessa Capital IM GP, LLC ("Sessa IM GP" and together with Sessa Capital, Sessa Capital GP and Sessa IM, the "Reporting Persons"), as a result of being the sole general partner of Sessa IM. John Petry is the manager of Sessa Capital GP and Sessa IM GP. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. |
(2) | Represents the amount of Common Stock initially issuable upon conversion of the Series A Preferred Stock on the date of event requiring this report. Shares of Series A Preferred Stock are convertible, at the holder's election, at the conversion rate (as defined in the Company's certificate of designation of Series A Preferred Stock), which initially is 1:1. The shares of Series A Preferred Stock have no expiration date. |
Remarks: The Reporting Persons are jointly filing this Form 3. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sessa Capital GP, LLC 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK, NY 10019 |
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Sessa Capital (Master), L.P. C/O SESSA CAPITAL GP, LLC 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK, NY 10019 |
| X |
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Sessa Capital IM, L.P. C/O SESSA CAPITAL GP, LLC 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK, NY 10019 |
| X |
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Sessa Capital IM GP, LLC C/O SESSA CAPITAL GP, LLC 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK, NY 10019 |
| X |
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Signatures
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By: /s/ John Petry, Name: John Petry, 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 | | 5/10/2021 |
**Signature of Reporting Person | Date |
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