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Sec Form 4 Filing - Centerbridge Special Credit Partners III-Flex L.P. @ Garrett Motion Inc. - 2021-04-30

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Centerbridge Special Credit Partners III-Flex, 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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
375 PARK AVENUE, 11TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2021
(Street)
NEW YORK, NY10152
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 04/30/2021 J( 1 ) 3,390,000 ( 2 ) ( 3 ) D $ 0 0 ( 1 ) I See footnotes ( 2 ) ( 3 )
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
Centerbridge Special Credit Partners III-Flex, L.P.
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
Centerbridge Credit Partners Master, L.P.
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
Centerbridge Credit Partners Offshore General Partner, L.P.
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
Centerbridge Credit Cayman GP, Ltd.
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
Centerbridge Credit GP Investors, L.L.C.
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
Centerbridge Special Credit Partners General Partner III, L.P.
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
CCP III Cayman GP Ltd.
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY10152
X
Aronson Jeffrey
375 PARK AVENUE, 11TH FLOOR
NEW YORK, NY11
X
Signatures
CENTERBRIDGE CREDIT PARTNERS MASTER, L.P., By: Centerbridge Credit GP Investors, Its Indirect Dir., /s/ Susanne V. Clark, Authorized Signatory 05/04/2021
** Signature of Reporting Person Date
CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P., By: Centerbridge Credit Cayman GP, Ltd., Its GP, By: Centerbridge Credit GP Investors L.L.C., Its director, /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory 05/04/2021
** Signature of Reporting Person Date
CENTERBRIDGE CREDIT CAYMAN GP, LTD., By: Centerbridge Credit GP Investors, L.L.C., its director, /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory 05/04/2021
** Signature of Reporting Person Date
CENTERBRIDGE CREDIT GP INVESTORS, L.L.C., /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory 05/04/2021
** Signature of Reporting Person Date
CENTERBRIDGE SPECIAL CREDIT PARTNERS III-FLEX, L.P., By: Centerbridge Special Credit Partners General Partner III, L.P., Its GP, By: CSCP III Cayman GP Ltd., Its GP, /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory 05/04/2021
** Signature of Reporting Person Date
CENTERBRIDGE SPECIAL CREDIT PARTNERS GENERAL PARTNER III, L.P., By: CSCP III Cayman GP Ltd., its general partner, /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory 05/04/2021
** Signature of Reporting Person Date
CSCP III CAYMAN GP LTD., /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory 05/04/2021
** Signature of Reporting Person Date
JEFFREY H. ARONSON, /s/ Jeffrey H. Aronson 05/04/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 30, 2021, Garrett Motion Inc.'s (the "Company") plan of reorganization became effective which automatically terminated the Second Amended and Restated Plan Support Agreement. Upon the effective date of the plan of reorganization, all then outstanding shares of Common Stock were cancelled. As a result, on April 30, 2021, each of the Reporting Persons listed herein ceased to be the beneficial owner of any shares of Common Stock, and instead acquired beneficial ownership of newly issued securities in the reorganized Company. These newly acquired interests in the Company shall be reported on a subsequent Form 3 filing.
( 2 )CSCP III Cayman GP Ltd. ("CSCP III Cayman GP") is the general partner of Centerbridge Special Credit Partners General Partner III, L.P. ("Special Credit III GP"), which is the general partner of Centerbridge Special Credit Partners III-Flex, L.P. ("SC III-Flex"), and may be deemed to share beneficial ownership over the shares held of record by SC III-Flex. As the director of CSCP III Cayman GP, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the shares held of record by SC III-Flex. Such persons and entities expressly disclaim beneficial ownership of the shares held of record by SC III-Flex, except to the extent of any proportionate pecuniary interest therein. Centerbridge Credit GP Investors, L.L.C. ("Credit GP Investors") is the sole director of Centerbridge Credit Cayman GP, Ltd. ("Credit Cayman GP"), which is the general partner of Centerbridge Credit Partners Offshore General Partner, L.P.
( 3 )(Continued from Footnote 2) ("Credit Partners Offshore GP"), which is the general partner of Centerbridge Credit Partners Master, L.P. ("Credit Partners Master"), and may be deemed to share beneficial ownership over the shares held of record by Credit Partners Master. As the managing member of Credit GP Investors, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the shares held of record by Credit Partners Master. Such persons and entities expressly disclaim beneficial ownership of the shares held of record by Credit Partners Master, except to the extent of any proportionate pecuniary interest therein

Remarks:
The Reporting Persons are jointly filing this Form 4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose. We note that the undersigned have 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).
** 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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