SEC Form SC 13D/A filed by Garrett Motion Inc. (Amendment)

12/14/23 4:33:29 PM ET

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SC 13D/A 1 ff2824617_13da4-garrett.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

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

Senior Managing Director, General Counsel and Chief Sustainability Officer

c/o Centerbridge Partners, L.P.

375 Park Avenue, 11th Floor

New York, New York 10152

(212) 672-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 13, 2023

(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.

* The remainder of this cover page shall be filled out for a reporting person’s 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.

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).

Page 1 of 12

CUSIP No. 366505105

Schedule 13D

Page 2 of 12

1	NAMES OF REPORTING PERSONS
	Centerbridge Credit Partners Master, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None

		8	SHARED VOTING POWER
			11,287,784

		9	SOLE DISPOSITIVE POWER
			None

		10	SHARED DISPOSITIVE POWER
			11,287,784

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,287,784

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.66% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) All calculations of percentage ownership herein are based on a total of 242,419,764 shares of Common Stock issued and outstanding on October 18, 2023, as reported by Garrett Motion Inc. in a Form 10-Q filed on October 24, 2023, which reflects a decrease in the number of shares of the Issuer’s Common Stock outstanding since the Reporting Persons filed Amendment No. 3 to the Original Schedule 13D.

CUSIP No. 366505105

Schedule 13D

Page 3 of 12

1	NAMES OF REPORTING PERSONS
	Centerbridge Credit Partners Offshore General Partner, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None

		8	SHARED VOTING POWER
			11,287,784

		9	SOLE DISPOSITIVE POWER
			None

		10	SHARED DISPOSITIVE POWER
			11,287,784

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,287,784

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.66%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 366505105

Schedule 13D

Page 4 of 12

1	NAMES OF REPORTING PERSONS
	Centerbridge Credit Cayman GP, Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None

		8	SHARED VOTING POWER
			11,287,784

		9	SOLE DISPOSITIVE POWER
			None

		10	SHARED DISPOSITIVE POWER
			11,287,784

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,287,784

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.66%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 366505105

Schedule 13D

Page 5 of 12

1	NAMES OF REPORTING PERSONS
	Centerbridge Credit GP Investors, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None

		8	SHARED VOTING POWER
			11,287,784

		9	SOLE DISPOSITIVE POWER
			None

		10	SHARED DISPOSITIVE POWER
			11,287,784

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,287,784

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.66%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 366505105

Schedule 13D

Page 6 of 12

1	NAMES OF REPORTING PERSONS
	Centerbridge Special Credit Partners III-Flex, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None

		8	SHARED VOTING POWER
			28,527,706

		9	SOLE DISPOSITIVE POWER
			None

		10	SHARED DISPOSITIVE POWER
			28,527,706

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	28,527,706

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.77%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 366505105

Schedule 13D

Page 7 of 12

1	NAMES OF REPORTING PERSONS
	Centerbridge Special Credit Partners General Partner III, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None

		8	SHARED VOTING POWER
			28,527,706

		9	SOLE DISPOSITIVE POWER
			None

		10	SHARED DISPOSITIVE POWER
			28,527,706

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	28,527,706

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.77%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 366505105

Schedule 13D

Page 8 of 12

1	NAMES OF REPORTING PERSONS
	CSCP III Cayman GP Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None

		8	SHARED VOTING POWER
			28,527,706

		9	SOLE DISPOSITIVE POWER
			None

		10	SHARED DISPOSITIVE POWER
			28,527,706

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	28,527,706

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.77%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 366505105

Schedule 13D

Page 9 of 12

1	NAMES OF REPORTING PERSONS
	Jeffrey H. Aronson

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None

		8	SHARED VOTING POWER
			39,815,490

		9	SOLE DISPOSITIVE POWER
			None

		10	SHARED DISPOSITIVE POWER
			39,815,490

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	39,815,490

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.42%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Page 10 of 12

This amendment (this “Amendment No. 4”) 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, and, as further amended by this Amendment No. 4, 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, or the Schedule 13D Amendment No. 3, 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.

Item 5 is hereby amended and restated to read as follows:

(a) and (b).

The information required by Items 5(a) – (b) is set forth in rows 7 – 13 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

(c).

Between December 11 and December 13, 2023, the Reporting Persons sold shares of Common Stock as set forth in the table below.

Transaction Date	Seller	Shares Sold	Price Per Share	Type of Transaction
December 11, 2023	Credit Partners Master	120,639	$8.2411	Open Market (Nasdaq)
December 11, 2023	SC III-Flex	579,361	$8.2411	Open Market (Nasdaq)
December 12, 2023	Credit Partners Master	137,873	$8.3716	Open Market (Nasdaq)
December 12, 2023	SC III-Flex	662,127	$8.3716	Open Market (Nasdaq)
December 13, 2023	Credit Partners Master	172,341	$8.2850	Open Market (Nasdaq)
December 13, 2023	Credit Partners Master	2,525	$8.3103	Open Market (Nasdaq)
December 13, 2023	SC III-Flex	827,659	$8.2850	Open Market (Nasdaq)
December 13, 2023	SC III-Flex	12,126	$8.3103	Open Market (Nasdaq)

Page 11 of 12

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: December 14, 2023

	CENTERBRIDGE CREDIT PARTNERS MASTER, L.P.

	By:	Centerbridge Credit Partners Offshore General Partner, L.P., its general partner
	By:	Centerbridge Credit Cayman GP, Ltd., its general partner
	By:	Centerbridge Credit GP Investors, L.L.C., its director

	/s/ Susanne V. Clark
	Name: Susanne V. Clark Title: Authorized Signatory


	CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P.

	By:	Centerbridge Credit Cayman GP, Ltd., its general partner
	By:	Centerbridge Credit GP Investors, L.L.C., its director

	/s/ Susanne V. Clark
	Name: Susanne V. Clark Title: Authorized Signatory


	CENTERBRIDGE CREDIT CAYMAN GP, LTD.
	By:	Centerbridge Credit GP Investors, L.L.C., its director

	/s/ Susanne V. Clark
	Name: Susanne V. Clark Title: Authorized Signatory


	CENTERBRIDGE CREDIT GP INVESTORS, L.L.C.

	/s/ Susanne V. Clark
	Name: Susanne V. Clark Title: Authorized Signatory

Page 12 of 12

	CENTERBRIDGE SPECIAL CREDIT PARTNERS III-FLEX, L.P.

	By:	Centerbridge Special Credit Partners General Partner III, L.P., its general partner
	By:	CSCP III Cayman GP Ltd., its general partner

	/s/ Susanne V. Clark
	Name: Susanne V. Clark Title: Authorized Signatory


	CENTERBRIDGE SPECIAL CREDIT PARTNERS GENERAL PARTNER III, L.P.

	By:	CSCP III Cayman GP Ltd., its general partner

	/s/ Susanne V. Clark
	Name: Susanne V. Clark Title: Authorized Signatory


	CSCP III CAYMAN GP LTD.

	/s/ Susanne V. Clark
	Name: Susanne V. Clark Title: Authorized Signatory


	JEFFREY H. ARONSON

	/s/ Jeffrey H. Aronson

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SEC Form SC 13D/A filed by Garrett Motion Inc. (Amendment)

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