Amendment: SEC Form SCHEDULE 13D/A filed by Garrett Motion Inc.
$GTX
Auto Parts:O.E.M.
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
|
Garrett Motion Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
366505105 (CUSIP Number) |
Richard Ting Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor Los Angeles, CA, 90071 (213) 830-6300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/20/2025 (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
Oaktree Value Opportunities Fund Holdings, 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
6,611,142.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 201,575,459 shares of Common Stock outstanding as of July 18, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on July 24, 2025, as decreased by the 5,000,000 shares of Common Stock repurchased by the Issuer from the Reporting Persons, as reported herein.
SCHEDULE 13D
|
| CUSIP No. | 366505105 |
| 1 |
Name of reporting person
OCM Opps GTM Holdings, LLC | ||||||||
| 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
22,275,545.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.33 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 201,575,459 shares of Common Stock outstanding as of July 18, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on July 24, 2025, as decreased by the 5,000,000 shares of Common Stock repurchased by the Issuer from the Reporting Persons, as reported herein.
SCHEDULE 13D
|
| CUSIP No. | 366505105 |
| 1 |
Name of reporting person
Oaktree Phoenix Investment Fund, 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)
| ||||||||
| 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
936,872.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 201,575,459 shares of Common Stock outstanding as of July 18, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on July 24, 2025, as decreased by the 5,000,000 shares of Common Stock repurchased by the Issuer from the Reporting Persons, as reported herein.
SCHEDULE 13D
|
| CUSIP No. | 366505105 |
| 1 |
Name of reporting person
Oaktree Opportunities Fund Xb Holdings (Delaware), 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
2,071,257.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.05 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 201,575,459 shares of Common Stock outstanding as of July 18, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on July 24, 2025, as decreased by the 5,000,000 shares of Common Stock repurchased by the Issuer from the Reporting Persons, as reported herein.
SCHEDULE 13D
|
| CUSIP No. | 366505105 |
| 1 |
Name of reporting person
Oaktree Capital Holdings, LLC | ||||||||
| 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)
| ||||||||
| 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
31,894,816.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.22 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 201,575,459 shares of Common Stock outstanding as of July 18, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on July 24, 2025, as decreased by the 5,000,000 shares of Common Stock repurchased by the Issuer from the Reporting Persons, as reported herein.
SCHEDULE 13D
|
| CUSIP No. | 366505105 |
| 1 |
Name of reporting person
Oaktree Capital Group Holdings GP, LLC | ||||||||
| 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)
| ||||||||
| 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
31,894,816.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.22 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class is calculated based upon 201,575,459 shares of Common Stock outstanding as of July 18, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on July 24, 2025, as decreased by the 5,000,000 shares of Common Stock repurchased by the Issuer from the Reporting Persons, as reported herein.
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:
La Piece 16, Rolle,
SWITZERLAND
, 1180. | |
Item 1 Comment:
This Amendment No. 8 ("Amendment No. 8") amends the Schedule 13D filed on May 14, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 on April 17, 2023 (the "Amendment No. 1"), Amendment No. 2 on June 9, 2023 (the "Amendment No. 2"), Amendment No. 3 on June 14, 2023 (the "Amendment No. 3"), Amendment No. 4, on October 27, 2023 (the "Amendment No. 4"), Amendment No. 5 on April 29, 2024 (the "Amendment No. 5"), Amendment No. 6 on October 28, 2024 (the "Amendment No. 6"), Amendment No. 7 on May 30, 2025 (the "Amendment No. 7" and as further amended by this Amendment No. 8, the "Schedule 13D"). The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.001 per share (the "Common Stock"). Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D, remain unchanged, provided that if any Item amended herein is incorporated by reference into any other Item in the Schedule 13D as previously amended, such incorporation by reference is also amended hereby. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in rows (11) and (13) of the cover pages of this Amendment No. 8 is incorporated by reference into this Item 5(a).
In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 31,894,816 shares of Common Stock, representing approximately 16.22% of the Common Stock outstanding as of the date hereof. All such ownership percentages of the securities reported herein are based upon 201,575,459 shares of Common Stock outstanding as of July 18, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on July 24, 2025, as decreased by the 5,000,000 shares of Common Stock repurchased by the Issuer from the Reporting Persons, as reported in Item 5(c) in this Amendment No. 8.
In this regard the reported securities are beneficially owned as follows:
Oaktree Value Opportunities Fund Holdings, L.P. directly holds 6,611,142 shares of Common Stock;
OCM Opps GTM Holdings, LLC directly holds 22,275,545 shares of Common Stock;
Oaktree Phoenix Investment Fund L.P. directly holds 936,872 shares of Common Stock; and
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. directly holds 2,071,257 shares of Common Stock.
Oaktree Capital Holdings, LLC, in its capacity as the indirect manager of the Direct Holders, may be deemed to beneficially own the 31,894,816 shares of Common Stock held directly by the Direct Holders;
Oaktree Capital Group Holdings GP, LLC, in its capacity as the indirect owner Oaktree Capital Holdings, LLC, may be deemed to beneficially own the aggregate 31,894,816 shares of Common Stock held directly by the Direct Holders;
With respect to the shares of Common Stock reported herein, each of the Reporting Persons may be deemed to have shared voting and dispositive power or the shared power to direct the vote and disposition of the shares of Common Stock which such Reporting Person may be deemed to beneficially own as set forth above.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the shares of Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than each Direct Holder with respect to securities reported as directly held by such Direct Holder. | |
| (b) | The information set forth in row (7) through (10) of the cover pages of this Amendment No. 8 is incorporated by reference into this Item 5. | |
| (c) | On August 20, 2025, the Direct Holders sold an aggregate of 5,000,000 shares of Common Stock to the Issuer for $12.42 per share.
Except for such transaction, the Reporting Persons have not effected any transactions in the Common Stock within the prior 60 days. | |
| (d) | Not Applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A Joint Filing Agreement, dated as of April 29, 2024, incorporated by reference to Amendment No. 8.
Exhibit B Signature Page, dated August 21, 2025. | ||
| 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.
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