Sec Form 4 Filing - HAWK RIDGE CAPITAL MANAGEMENT LP @ Garrett Motion Inc. - 2020-10-21

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
HAWK RIDGE CAPITAL MANAGEMENT LP
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)
Member of 10% owner group
(Last) (First) (Middle)
12121 WILSHIRE BLVD. SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
10/21/2020
(Street)
LOS ANGELES, CA90025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 10/21/2020 P 100,000 A $ 2.8 2,211,764 I See Footnote ( 1 )
Common Stock 10/23/2020 P 124,800 A $ 2.8 2,336,564 I See Footnote ( 1 )
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
HAWK RIDGE CAPITAL MANAGEMENT LP
12121 WILSHIRE BLVD. SUITE 900
LOS ANGELES, CA90025
Member of 10% owner group
Signatures
Hawk Ridge Capital Management, L.P., By: Hawk Ridge Capital Management GP, LLC, Its: General Partner, By: /s/ David Bradley, David Bradley, COO, CFO, CCO 10/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities of Garrett Motion Inc. (the "Company") are beneficially owned by (a) Hawk Ridge Master Fund, L.P. ("Hawk Ridge"), as a result of its direct ownership of the securities, (b) Hawk Ridge Capital Management LP (the "Reporting Person"), as a result of being the investment manager of Hawk Ridge, (c) Hawk Ridge Management LLC ("Hawk Ridge GP"), as a result of being the sole general partner of Hawk Ridge, (d) Hawk Ridge Capital Management GP, LLC ("General Partner"), as a result of being the sole general partner of the Reporting Person, and (e) David Brown, as a result of being the manager of the Hawk Ridge GP and the General Partner.

Remarks:
The Reporting Person may be deemed to be a member of a group (for purposes of Rule 13d-3 under the Securities Exchange Act of 1934) with the other shareholders of the Company party to the Amended and Restated Coordination Agreement, dated October 20, 2020, filed as Exhibit II to Oaktree Capital Management, L.P.'s Amendment No. 2 to Schedule 13D filed on October 20, 2020. The Reporting Person disclaims beneficial ownership of any securities reported by any other person except to the extent of its pecuniary interest therein.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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