Form 4 for GTX Garrett Motion Inc.
Accepted 2023-06-08 00:00:00 ET · period of report 2023-06-06 · accession 0001062993-23-013180 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-06-08 | 2023-06-06 | GTX | Sessa Capital GP, LLC | Dir, 10% | M - OptEx | — | +16.59M | 23.50M | +240% | — |
| DI | 2023-06-08 | 2023-06-06 | GTX | Sessa Capital GP, LLC | Dir, 10% | M - OptEx | $0.00 | -16.59M | 0 | -100% | $0 |
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 | 2023-06-06 | M | A | 16,592,384 | — | 23,504,588 | I See Footnote | — | — | (F1) On June 6, 2023, the amendment and restatement of the certificate of designations for the Series A Preferred Stock (as amended, the "Certificate of Designations") to, among other things, require the conversion of all shares of Series A Preferred Stock into shares of Garrett Motion Inc.'s (the "Company") common stock (the "Common Stock") became effective and all conditions to conversion were satisfied. In accordance with the Certificate of Designations, the Company expects that the conversion of all shares of Series A Preferred Stock into shares of Common Stock will occur at approximately 5:00 p.m. Eastern Daylight Time on June 12, 2023 (the "Conversion Date"). Accordingly, on the Conversion Date, each share of Series A Preferred Stock will automatically be converted into one (1) fully-paid, non-assessable share of Common Stock, without any further action by the holders of Series A Preferred Stock. (F2) These securities of the Company are beneficially owned by (i) Sessa Capital (Master), L.P. ("Sessa Capital"), as a result of its direct ownership of the securities, (ii) Sessa Capital GP, LLC ("Sessa Capital GP"), as a result of being the sole general partner of Sessa Capital, (iii) Sessa Capital IM, L.P. ("Sessa IM"), as a result of being the investment adviser for Sessa Capital, and (iv) Sessa Capital IM GP, LLC ("Sessa IM GP" and together with Sessa Capital, Sessa Capital GP and Sessa IM, the "Reporting Persons"), as a result of being the sole general partner of Sessa IM. John Petry is the manager of Sessa Capital GP and Sessa IM GP. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. |
| 2 | Derivative | Series A Preferred Stock | 2023-06-06 | M | D | 16,592,384 | $0.00 | 0 | I See Footnote | — · — to — | 16,592,384 Common Stock | (F2) These securities of the Company are beneficially owned by (i) Sessa Capital (Master), L.P. ("Sessa Capital"), as a result of its direct ownership of the securities, (ii) Sessa Capital GP, LLC ("Sessa Capital GP"), as a result of being the sole general partner of Sessa Capital, (iii) Sessa Capital IM, L.P. ("Sessa IM"), as a result of being the investment adviser for Sessa Capital, and (iv) Sessa Capital IM GP, LLC ("Sessa IM GP" and together with Sessa Capital, Sessa Capital GP and Sessa IM, the "Reporting Persons"), as a result of being the sole general partner of Sessa IM. John Petry is the manager of Sessa Capital GP and Sessa IM GP. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. (F1) On June 6, 2023, the amendment and restatement of the certificate of designations for the Series A Preferred Stock (as amended, the "Certificate of Designations") to, among other things, require the conversion of all shares of Series A Preferred Stock into shares of Garrett Motion Inc.'s (the "Company") common stock (the "Common Stock") became effective and all conditions to conversion were satisfied. In accordance with the Certificate of Designations, the Company expects that the conversion of all shares of Series A Preferred Stock into shares of Common Stock will occur at approximately 5:00 p.m. Eastern Daylight Time on June 12, 2023 (the "Conversion Date"). Accordingly, on the Conversion Date, each share of Series A Preferred Stock will automatically be converted into one (1) fully-paid, non-assessable share of Common Stock, without any further action by the holders of Series A Preferred Stock. |