Sec Form 3 Filing - OAKTREE HOLDINGS, LLC @ Garrett Motion Inc. - 2020-10-20

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
OAKTREE HOLDINGS, LLC
2. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc. [ GTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
10/20/2020
(Street)
LOS ANGELES, CA90071
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3,593,111 I See Footnote ( 1 ) ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OAKTREE HOLDINGS, LLC
333 SOUTH GR AND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
See Remarks
Partners Ltd
BROOKFIELD PLACE, 181 BAY STREET
SUITE 300
TORONTO, A6M5J2T3
See Remarks
Atlas OCM Holdings, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
See Remarks
Oaktree Capital Group, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
See Remarks
Oaktree Capital Group Holdings GP, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
See Remarks
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE, 181 BAY STREET
SUITE 300 PO BOX 762
NEW YORK, NY10281-1023
See Remarks
Signatures
OAKTREE HOLDINGS, LLC, /s/ Henry Orren, Henry Orren, Vice President 10/28/2020
Signature of Reporting Person Date
ATLAS OCM HOLDINGS, LLC, By: Oaktree New Holdings, LLC, its member, /s/ Henry Orren, Henry Orren, Vice President 10/28/2020
Signature of Reporting Person Date
OAKTREE CAPITAL GROUP, LLC, /s/ Henry Orren, Henry Orren, Vice Presiden 10/28/2020
Signature of Reporting Person Date
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC, /s/ Henry Orren, Henry Orren, Vice President 10/28/2020
Signature of Reporting Person Date
BROOKFIELD ASSET MANAGEMENT INC., /s/ Jessica Diab, Jessica Diab, Vice President, Legal & Regulatory 10/28/2020
Signature of Reporting Person Date
PARTNERS LIMITED, /s/ Brian D. Lawson, Brian D. Lawson, Director 10/28/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of common stock, $0.001 par value per share (the "Shares"), of Garrett Motion Inc. are beneficially owned by Oaktree Capital Management, L.P., ("Management") as a result of being the investment manager of certain private investment funds that directly hold Shares, including Oaktree Value Opportunities Fund Holdings, L.P., ("VOF Holdings"), Oaktree Value Opportunities Fund GP, L.P., ("VOF GP"), as general partner of VOF Holdings, Oaktree Value Opportunities Fund GP Ltd., ("VOF GP Ltd."), as general partner of VOF GP, Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., ("Xb Holdings"), Oaktree Fund GP, LLC, ("Fund GP"), as general partner of Xb Holdings, Oaktree Fund GP I, L.P., ("GP I"), as managing member of Fund GP and the sole shareholder of VOF GP Ltd., Oaktree Capital I, L.P., ("Capital I"), as general partner of GP I, OCM Holdings I, LLC, ("Holdings I"),
( 2 )(continued from footnote 1) as general partner of Capital I and to hold limited partnership interests in Capital I, Oaktree Holdings LLC, ("Holdings"), as managing member of Holdings I, Oaktree Capital Management GP, LLC, ("Management GP"), as general partner of Management, Atlas OCM Holdings LLC, ("Atlas"), as manager of Management GP, Oaktree Capital Group, LLC, ("OCG"), as managing member of Holdings, Oaktree Capital Group Holdings GP, LLC, ("OCGH GP"), as indirect owner of the class B units of each of OCG and Atlas, Brookfield Asset Management, Inc., ("BAM"), as indirect owner of the class A units of each of OCG and Atlas, and Partners Limited, ("Partners"), as sole owner of the class B Limited Voting Shares of BAM.

Remarks:
May be a member of 10% group (3)(3) The Reporting Persons are jointly filing this Form 3. We note that the undersigned has made a Schedule 13D filing, and we refer to the disclosures contained therein regarding potential "group" status and disclaimers thereto.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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