Sec Form 3 Filing - Keyframe Capital Partners, L.P. @ Garrett Motion Inc. - 2020-10-20

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Keyframe Capital Partners, L.P. 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) 65 EAST 55TH STREET, 35TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/20/2020 (Street) NEW YORK, NY10022 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 1,506,050 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 Keyframe Capital Partners, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YO RK, NY10022 Member of 10% owner group Keyframe Fund I, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK, NY10022 Member of 10% owner group Keyframe Fund II, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK, NY10022 Member of 10% owner group Keyframe Fund III, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK, NY10022 Member of 10% owner group Keyframe Fund IV, L.P. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK, NY10022 Member of 10% owner group Keyframe Capital Advisors, L.L.C. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK, NY10022 Member of 10% owner group Keyframe Capital Partners GP, L.L.C. 65 EAST 55TH STREET, 35TH FLOOR NEW YORK, NY10022 Member of 10% owner group Rapaport John Ross 65 EAST 55TH STREET, 35TH FLOOR NEW YORK, NY10022 Member of 10% owner group Signatures Keyframe Fund I, L.P. By: Keyframe Capital Advisors, L.L.C., its General Partner, By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Managing Member 10/28/2020 Signature of Reporting Person Date Keyframe Fund II, L.P., By: Keyframe Capital Advisors, L.L.C., its General Partner, By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Managing Member 10/28/2020 Signature of Reporting Person Date Keyframe Fund III, L.P., By: Keyframe Capital Advisors, L.L.C., its General Partner, By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Managing Member 10/28/2020 Signature of Reporting Person Date Keyframe Fund IV, L.P., By: Keyframe Capital Advisors, L.L.C., its General Partner, By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Managing Member 10/28/2020 Signature of Reporting Person Date Keyframe Capital Advisors, L.L.C., By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Managing Member 10/28/2020 Signature of Reporting Person Date Keyframe Capital Partners, L.P., By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Chief Investment Officer and Managing Partner 10/28/2020 Signature of Reporting Person Date Keyframe Partners GP, L.L.C., By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Managing Member 10/28/2020 Signature of Reporting Person Date /s/ John R. Rapaport, John R. Rapaport 10/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Keyframe Fund I, L.P., Keyframe Fund II, L.P., Keyframe Fund III, L.P. and Keyframe Fund IV, L.P. (collectively, the "Keyframe Funds") directly hold 263,900, 225,226, 564,200 and 452,724 shares, respectively, of common stock of Garrett Motion Inc. (the "Company"). Keyframe Capital Advisors, L.L.C. ("KCA") is the general partner of each of the Keyframe Funds. Keyframe Capital Partners, L.P. ("KCP") is the investment manager to each of the Keyframe Funds. Keyframe Capital Partners GP, L.L.C. ("KCPGP") is the general partner to KCP. Mr. John R. Rapaport is the Chief Investment Officer and Managing Partner of KCP and the Managing Member of both KCA and KCPGP. The Keyframe Funds, KCA, KCP, KCPGP and Mr. Rapaport are collectively referred to as the "Reporting Persons."

Remarks: The Reporting Persons are jointly filing this Form 3. The Reporting Persons may be deemed to be members 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 99.1 to the Reporting Persons' Schedule 13D filed on October 28, 2020. The Reporting Persons disclaim beneficial ownership of any securities reported by any person except to the extent of their 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.