Form 4 for GTX Garrett Motion Inc.
Accepted 2023-06-14 00:00:00 ET · period of report 2023-06-12 · accession 0000895345-23-000388 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMTI | 2023-06-14 | 2023-06-12 | GTX | Centerbridge Credit Cayman GP, Ltd. | 10% | M - OptEx | — | +32.03M | 10.76M | New | — |
| DMTI | 2023-06-14 | 2023-06-12 | GTX | Centerbridge Credit Cayman GP, Ltd. | 10% | A - Grant | $8.18 | +3.34M | 30.61M | +12% | +$27.35M |
| DMTI | 2023-06-14 | 2023-06-12 | GTX | Centerbridge Credit Cayman GP, Ltd. | 10% | M - OptEx | — | -32.03M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2023-06-12 | M | A | 22,869,013 | — | 28,221,929 | I See footnote | — | — | (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. (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. (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. |
| 2 | Common | Common Stock | 2023-06-12 | A | A | 956,163 | $8.18 | 11,721,162 | I See footnote | — | — | (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. |
| 3 | Common | Common Stock | 2023-06-12 | A | A | 2,387,050 | $8.18 | 30,608,979 | I See footnote | — | — | (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. (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. |
| 4 | Common | Common Stock | 2023-06-12 | M | A | 9,160,474 | — | 10,764,999 | I See footnote | — | — | (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. (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. (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. |
| 5 | Derivative | Series A Cumulative Convertible Preferred Stock | 2023-06-12 | M | D | 9,160,474 | — | 0 | I See footnote 2 | — · — to — | 9,160,474 Common Stock | (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. (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. |
| 6 | Derivative | Series A Cumulative Convertible Preferred Stock | 2023-06-12 | M | D | 22,869,013 | — | 0 | I See footnote 3 | — · — to — | 22,869,013 Common Stock | (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. (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. |