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

    3/7/24 5:24:30 PM ET
    $GTX
    Auto Parts:O.E.M.
    Consumer Discretionary
    Get the next $GTX alert in real time by email
    SC 13D/A 1 p24-1154sc13da.htm GARRETT MOTION INC.
    SECURITIES AND EXCHANGE COMMISSION  
    Washington, D.C. 20549  
       
    SCHEDULE 13D/A
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 2)*
     

    Garrett Motion Inc.

    (Name of Issuer)
     

    Common Stock, $0.001 par value per share

    (Title of Class of Securities)
     

    366505105

    (CUSIP Number)

     

    Jennifer M. Pulick

    General Counsel

    Cyrus Capital Partners, L.P.

    65 East 55th Street, 35th Floor

    New York, New York 10022

    (212) 380-5800

     

    Adriana Schwartz

    Schulte Roth & Zabel LLP

    919 Third Avenue

    New York, New York 10022

    (212) 756-2000

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

    March 5, 2024

    (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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

    (Page 1 of 8 Pages)

    ______________________________

    * 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).

     
     

     

    1

    NAME OF REPORTING PERSONS

    Cyrus Capital Partners, L.P.

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) x

    3 SEC USE ONLY

    4

    SOURCE OF FUNDS

    OO

    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

    0

    8

    SHARED VOTING POWER

    28,827,284

    9

    SOLE DISPOSITIVE POWER

    0

    10

    SHARED DISPOSITIVE POWER

    28,827,284

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    28,827,284

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

    12.1%

    14

    TYPE OF REPORTING PERSON

    PN, IA

             
     
     

     

    1

    NAME OF REPORTING PERSONS

    Cyrus Capital Partners GP, L.L.C.

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) x

    3 SEC USE ONLY

    4

    SOURCE OF FUNDS

    OO

    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

    0

    8

    SHARED VOTING POWER

    28,827,284

    9

    SOLE DISPOSITIVE POWER

    0

    10

    SHARED DISPOSITIVE POWER

    28,827,284

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    28,827,284

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

    12.1%

    14

    TYPE OF REPORTING PERSON

    OO

             
     
     

     

    1

    NAME OF REPORTING PERSONS

    Cyrus Capital Advisors, L.L.C.

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) x

    3 SEC USE ONLY

    4

    SOURCE OF FUNDS

    OO

    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

    0

    8

    SHARED VOTING POWER

    16,776,780

    9

    SOLE DISPOSITIVE POWER

    0

    10

    SHARED DISPOSITIVE POWER

    16,776,780

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    16,776,780

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

    7.0%

    14

    TYPE OF REPORTING PERSON

    OO

             
     
     

     

    1

    NAME OF REPORTING PERSONS

    Stephen C. Freidheim

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) x

    3 SEC USE ONLY

    4

    SOURCE OF FUNDS

    OO

    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

    0

    8

    SHARED VOTING POWER

    28,827,284

    9

    SOLE DISPOSITIVE POWER

    0

    10

    SHARED DISPOSITIVE POWER

    28,827,284

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    28,827,284

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

    12.1%

    14

    TYPE OF REPORTING PERSON

    IN

             
     
     

     

    This Amendment No. 2 (“Amendment No. 2”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2021 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on June 12, 2023 (“Amendment No. 1” and together with the Original Schedule 13D and Amendment No. 2, the “Schedule 13D”), with respect to common stock, $0.001 par value per share (the “Common Stock”) of Garrett Motion Inc. (the “Company”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 5(a)-(c) as set forth below.

     

    Item 5. INTEREST IN SECURITIES OF THE ISSUER
       
    Items 5(a)-(c) are hereby amended and restated in its entirety as follows:
       
    (a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and the percentage of the shares of Common Stock beneficially owned by the Reporting Persons.  The percentages reported in this Schedule 13D are calculated based upon 238,256,506 shares of Common Stock outstanding as of February 9, 2024, as reported in the Issuer's Annual Report on Form 10-K for fiscal year ended December 31, 2023, filed with the SEC on February 15, 2024.   
       
    (b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
       
    (c) The open market transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule A attached hereto.

     

     
     

     

    SIGNATURES

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

    Date: March 7, 2024

     

      Cyrus Capital Partners, L.P.
       
      By:

    Cyrus Capital Partners GP, L.L.C.,

    its general partner

       
      By: /s/  Stephen C. Freidheim
      Name: Stephen C. Freidheim
      Title: Sole Member/Manager
       
       
      Cyrus Capital Partners GP, L.L.C.
       
      By: /s/  Stephen C. Freidheim
      Name: Stephen C. Freidheim
      Title: Sole Member/Manager
       
       
      Cyrus Capital Advisors, L.L.C.
       
      By:

    Cyrus Capital Partners GP, L.L.C.,

    Its managing member

       
       
      By: /s/  Stephen C. Freidheim
      Name: Stephen C. Freidheim
      Title: Sole Member/Manager
       
      /s/ Stephen C. Freidheim
      Stephen C. Freidheim

     

     
     

    SCHEDULE A

     

    Transactions in the Shares of Common Stock of the Issuer by the Reporting Persons During the Past Sixty (60) Days

     

    The following table sets forth all transactions in the shares of Common Stock reported herein effected during the past sixty (60) days. Except as noted below, all such transactions were effected by the Reporting Persons in the open market through brokers and the price per share excludes commissions. Where a price range is provided in the column titled “Price Range ($)”, the price reported in the column titled “Price Per Share ($)” is a weighted average price. These shares of Common Stock were sold or purchased in multiple transactions at prices between the price ranges indicated in the column titled “Price Range ($)”. The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold or purchased at each separate price.

     

    Trade Date Shares Purchased (Sold) Price Per Share ($) Price Range ($)
           
    02/15/2024 (29,860) 9.1975 9.15 – 9.295
    02/22/2024 (200,000) 9.35  
    03/01/2024 (300,000) 9.7343 9.60 – 9.905
    03/05/2024 (200,000) 9.80  

     

     

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