Sec Form 4 Filing - BAUPOST GROUP LLC/MA @ Garrett Motion Inc. - 2023-06-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
BAUPOST GROUP LLC/MA
2. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc. [ GTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
10 ST JAMES AVE, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YY)
06/13/2023
(Street)
BOSTON, MA02116
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 06/13/2023 C 25,462,810 A 31,195,589 I See Footnotes ( 1 ) ( 2 )
Common Stock 06/13/2023 S 500,000 D $ 8 30,695,589 I See Footnotes ( 1 ) ( 2 )
Common Stock 06/14/2023 S 3,100,000 D $ 7.73 ( 4 ) 27,595,589 I See Footnotes ( 1 ) ( 2 )
Common Stock 06/15/2023 S 1,025,000 D $ 7.55 26,570,589 I See Footnotes ( 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
Series A Cumulative Convertible Preferred Stock ( 3 ) 06/13/2023 C 25,462,810 ( 3 ) ( 3 ) Common Stock 28,120,589 ( 3 ) 0 I See Footnotes ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAUPOST GROUP LLC/MA
10 ST JAMES AVE
SUITE 1700
BOSTON, MA02116
X
Baupost Group GP, L.L.C.
10 ST. JAMES AVENUE
SUITE 1700
BOSTON, MA02116
X
KLARMAN SETH A
10 ST. JAMES AVE.
SUITE 1700
BOSTON, MA02116
X
Signatures
Seth A. Klarman 06/15/2023
Signature of Reporting Person Date
Seth A. Klarman 06/15/2023
Signature of Reporting Person Date
Seth A. Klarman 06/15/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement on Form 4 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Group GP, L.L.C. ("Baupost GP"), and Seth A. Klarman ("Mr. Klarman") (collectively, the "Reporting Persons"). Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to various private investment limited partnerships. Baupost GP, as the manager of Baupost, and Mr. Klarman, as the sole managing member of Baupost GP and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the securities beneficially owned by Baupost. Securities reported on this Form 4 as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships.
( 2 )(Continued from footnote 1) The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof for purposes of Section 16 of the Exchange Act or for any other purpose.
( 3 )The common stock reported herein were issued following the automatic conversion of all outstanding the Series A Cumulative Convertible Preferred Stock of Garrett Motion Inc. (the "Conversion") in accordance with the Issuer's certificate of designations for the Series A Cumulative Convertible Preferred Stock.
( 4 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.71 to $7.87. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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