Darius Adamczyk - Apr 30, 2021 Form 3 Insider Report for Garrett Motion Inc. (GTX)

Role: Director, 10%+ Owner
Signature: /s/ Darius Adamczyk
Stock symbol: GTX
Transactions as of: Apr 30, 2021
Transactions value $: $0
Form type: 3
Date filed: 5/10/2021, 09:30 PM
Next filing: May 28, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GTX	Common Stock						2.9M	Apr 30, 2021	See Footnote	F1, F5
holding	GTX	Series B Preferred Stock						835M	Apr 30, 2021	See Footnote	F2, F5

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
holding	GTX	Series A Cumulative Convertible Preferred Stock							Apr 30, 2021	Common Stock	4.2M	$5.25	See Footnote	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares of common stock, par value $0.001 per share (the "Common Stock"), of Garrett Motion Inc. (the "Company") held by Honeywell International Inc. ("Honeywell") that Honeywell received for each of the 2,896,116 shares of common stock, $0.001 par value per share, Honeywell owned in the pre-reorganized Company in connection with the Company's emergence from bankruptcy on April 30, 2021.
F2	The shares of Series B Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), are held by Honeywell Holdings International Inc, a wholly-owned subsidiary of Honeywell, and are not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are not convertible into shares of Common Stock or any other securities of the Company.
F3	Represents shares of Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), of the Company held by Honeywell. The shares of Series A Preferred Stock are convertible into shares of Common Stock of the Company upon the events specified in the Company's Certificate of Designations of Series A Cumulative Convertible Preferred Stock (the "Series A Certificate of Designations"). The Series A Preferred Stock does not have an expiration date.
F4	Honeywell 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).
F5	Darius Adamczyk is the Chief Executive Officer of Honeywell and, in such capacity, may be deemed to have voting and/or dispositive power with respect to the securities owned by Honeywell in the Company. Mr. Adamczyk expressly disclaims beneficial ownership of the shares held by Honeywell.

Remarks:

Darius Adamczyk, the Chief Executive Officer of Honeywell, was appointed to the board of directors of the Company as an appointee of Honeywell. As a result, Honeywell may be deemed to be a "director by deputization" of the Company for purposes of Section 16 of the Exchange Act.