Item 1. Security and Issuer.
This statement of beneficial ownership on Schedule 13D relates to the shares of common stock, $0.001 par value per share (the Common Stock),
of Garrett Motion Inc., a Delaware corporation (the Company). According to the Company, the address of its principal executive office is La Pièce 16, Rolle, Switzerland 1180.
Item 2. Identity and Background.
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(a)
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This statement is filed by Honeywell International Inc. (the Reporting Person).
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(b)
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The address of the Reporting Person is Honeywell International Inc., 300 South Tryon Street, Charlotte, North
Carolina 28202.
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(c)
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The Reporting Person is a diversified technology and manufacturing company.
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(d)
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During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors).
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(e)
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During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
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(f)
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The Reporting Person is a Delaware corporation.
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Item 3. Source and Amount of Funds or Other Consideration.
On September 20, 2020, the Company and certain of its subsidiaries (collectively, the Debtors) each filed voluntary petitions
(the Chapter 11 Cases) under chapter 11 of title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). On
April 26, 2021, the Debtors filed an amended Chapter 11 plan of reorganization (the Plan) and on April 9, 2021, the Company filed a supplement to the Plan (as amended on April 20, 2021 and April 22, 2021) with the
Bankruptcy Court. On April 26, 2021, the Bankruptcy Court entered an order (the Confirmation Order) among other things, confirming the Plan, and on April 30, 2021 (the Effective Date) the conditions to
effectiveness of the Plan were satisfied or waived and the Debtors emerged from bankruptcy. Prior to the Effective Date, the Reporting Person owned 2,896,116 shares of common stock, $0.001 par value per share of the
pre-reorganized Company (the Pre-Emergence Shares), which were purchased with cash on hand. On the Effective Date, and in accordance with the Plan and
Confirmation Order, the Reporting Person received 2,896,116 shares of Common Stock for all of the Pre-Emergence Shares it owned in the Company. In addition, the Reporting Person subscribed for 4,196,330 shares
of convertible Series A preferred stock, par value $0.001 per share, of the Company (the Series A Preferred Stock) in two rights offerings conducted by the Company, for an aggregate purchase price of $22,030,732.50, or $5.25 per share.
The Company used cash on hand to fund the purchase price of the Series A Preferred Stock. No borrowed funds were used to purchase such shares. In certain circumstances as further described below, the Reporting Person may convert at its option its
shares of Series A Preferred Stock into shares of Common Stock at a conversion rate equal to $5.25, which is the stated amount of each share of Series A Preferred Stock, divided by $5.25, which is the conversion price of each share of Series A
Preferred Stock (subject to adjustments as described in the Series A Certificate of Designations (as defined herein)) (the Conversion Rate). Further, on the Effective Date, and in accordance with the Plan and the Confirmation Order,
Honeywell Holdings International Inc., a wholly-owned subsidiary of the Reporting Person, received 834,800,000 shares of Series B preferred stock, par value $0.001 per share (the Series B Preferred Stock) in satisfaction of its
claims arising from certain indemnification and other agreements with the Company. The shares of Series B Preferred Stock are not registered pursuant to section 12 of the Securities Exchange Act of 1934, as amended, are not convertible into shares
of Common Stock and are therefore not reported in this Schedule 13D.
Item 4. Purpose of Transaction.
To the extent required by Item 4, the information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4, as
applicable.
The Reporting Person acquired the securities reported and described in this Schedule 13D for investment purposes and it intends to review its
investments in the Company on a continuing basis. Any actions the Reporting Person might undertake will be dependent upon the Reporting Persons review of various factors, including, but not limited to: an ongoing evaluation of the
Companys business, financial condition, operations and prospects; price levels of the Companys securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment
opportunities; and other future developments. The Reporting Person may, at any time and from time to time, acquire additional securities of the Company, or retain or sell all or a portion of the securities then held, in the open market or in
privately negotiated transactions. In addition, the Reporting Persons designee to the Companys board of directors (the Board) may engage in discussions with management, members of the Board, and shareholders of the Company
and other relevant parties which may include discussions regarding the corporate governance, financial condition, strategic transactions and/or operations of the Company.