Centerbridge Special Credit Partners III-Flex, L.P. - Jun 12, 2023 Form 4 Insider Report for Garrett Motion Inc. (GTX)

Role
10%+ Owner
Signature
CENTERBRIDGE CREDIT PARTNERS MASTER, L.P. By: Centerbridge Credit GP Investors, L.L.C., its director, by /s/ Susanne V. Clark
Stock symbol
GTX
Transactions as of
Jun 12, 2023
Transactions value $
$27,337,453
Form type
4
Date filed
6/14/2023, 04:55 PM
Previous filing
Jun 7, 2023
Next filing
Dec 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction GTX Common Stock Options Exercise +9.16M +570.92% 10.8M Jun 12, 2023 See footnote F1, F2, F4
transaction GTX Common Stock Options Exercise +22.9M +427.23% 28.2M Jun 12, 2023 See footnote F1, F3, F4
transaction GTX Common Stock Award $7.82M +956K +8.88% $8.18 11.7M Jun 12, 2023 See footnote F1, F2
transaction GTX Common Stock Award $19.5M +2.39M +8.46% $8.18 30.6M Jun 12, 2023 See footnote F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GTX Series A Cumulative Convertible Preferred Stock Options Exercise -9.16M -100% 0 Jun 12, 2023 Common Stock 9.16M See footnote 2 F1, F4
transaction GTX Series A Cumulative Convertible Preferred Stock Options Exercise -22.9M -100% 0 Jun 12, 2023 Common Stock 22.9M See footnote 3 F1, F4

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The transactions being reported were effected pursuant to the Transaction Agreement entered into by Centerbridge Credit Partners Master, L.P. and Centerbridge Special Credit Partners III-Flex, L.P. on April 12, 2023 with Garrett Motion, Inc. and are exempt transactions pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
F2 Centerbridge Credit GP Investors, L.L.C. ("Credit GP Investors") is the sole director of Centerbridge Credit Cayman GP, Ltd. ("Credit Cayman GP"), which is the general partner of Centerbridge Credit Partners Offshore General Partner, L.P. ("Credit Partners Offshore GP"), which is the general partner of Centerbridge Credit Partners Master, L.P. ("Credit Partners Master"), and may be deemed to share beneficial ownership over the shares of Common Stock and shares of Series A Cumulative Convertible Preferred Stock held of record by Credit Partners Master. As the managing member of Credit GP Investors, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the shares held of record by Credit Partners Master. Such persons and entities expressly disclaim beneficial ownership of the shares held of record by Credit Partners Master, except to the extent of any proportionate pecuniary interest therein.
F3 CSCP III Cayman GP Ltd. ("CSCP III Cayman GP") is the general partner of Centerbridge Special Credit Partners General Partner III, L.P. ("Special Credit III GP"), which is the general partner of Centerbridge Special Credit Partners III-Flex, L.P. ("SC III-Flex"), and may be deemed to share beneficial ownership over the shares of Common Stock and shares of Series A Cumulative Convertible Preferred Stock held of record by SC III-Flex. As the director of CSCP III Cayman GP, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the shares held of record by SC III-Flex. Such persons and entities expressly disclaim beneficial ownership of the shares held of record by SC III-Flex, except to the extent of any proportionate pecuniary interest therein.
F4 Each share of Series A Cumulative Convertible Preferred Stock, par value $0.001 per share, was convertible into one share of Common Stock based upon a stated value of $5.25 per share of Series A Cumulative Convertible Preferred Stock pursuant to the terms of the Amended and Restated Certificate of Designations of Series A Cumulative Convertible Preferred Stock, dated as of June 6, 2023, by Garrett Motion Inc. All of the shares of Series A Cumulative Convertible Preferred Stock were converted to Common Stock after the close of business on June 12, 2023.

Remarks:

The Reporting Persons are jointly filing this Form 4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose.