Sec Form 3 Filing - OAKTREE CAPITAL MANAGEMENT LP @ Garrett Motion Inc. - 2021-04-30

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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 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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2021
(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 ( 1 ) I See footnotes ( 3 ) ( 4 )
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 $ 5.25 ( 2 ) ( 2 ) ( 2 ) Common Stock 68,834,814 ( 2 ) I See footnotes ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OAKTREE CAPITAL MANAGEMENT LP
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Value Opportunities Fund Holdings, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Value Opportunities Fund GP, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Value Opportunities Fund GP Ltd.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Fund GP, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
OAKTREE FUND GP I, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital I, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
OCM HOLDINGS I, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
OCM Opps GTM Holdings, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital Management GP, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Signatures
OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P., By: Oaktree Capital Management, L.P., Its: Indirect Director, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 05/14/2021
Signature of Reporting Person Date
OAKTREE VALUE OPPORTUNITIES FUND GP, L.P., By: Oaktree Value Opportunities Fund GP Ltd., Its: General Partner, By: Oaktree Capital Management, L.P., Its: Director, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 05/14/2021
Signature of Reporting Person Date
OAKTREE VALUE OPPORTUNITIES FUND GP LTD., By: Oaktree Capital Management, L.P., Its: Director, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 05/14/2021
Signature of Reporting Person Date
OCM OPPS GTM HOLDINGS, LLC, By: Oaktree Fund GP, LLC, Its: General Partner, By: Oaktree Fund GP I, L.P., Its: Managing Member, By: /s/ Henry Orren, Name: Henry Orren, Title: Authorized Signatory 05/14/2021
Signature of Reporting Person Date
OAKTREE FUND GP, LLC, By: Oaktree Fund GP I, L.P., Its: Managing Member, By: /s/ Henry Orren, Name: Henry Orren, Title: Authorized Signatory 05/14/2021
Signature of Reporting Person Date
OAKTREE FUND GP I, L.P., By: /s/ Henry Orren, Name: Henry Orren, Title: Authorized Signatory 05/14/2021
Signature of Reporting Person Date
OAKTREE CAPITAL I, L.P., By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 05/14/2021
Signature of Reporting Person Date
OCM HOLDINGS I, LLC, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 05/14/2021
Signature of Reporting Person Date
OAKTREE CAPITAL MANAGEMENT, L.P., By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 05/14/2021
Signature of Reporting Person Date
OAKTREE CAPITAL MANAGEMENT GP, LLC, By: Atlas OCM Holdings, LLC, Its: Managing Member, By: Oaktree New Holdings, LLC, Its: Member, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 05/14/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 30, 2021, the Plan of Reorganization (the "Plan") under Chapter 11 of Title 11 of the United States Code of Garrett Motion Inc., a Delaware corporation (the "Company"), became effective. Upon effectiveness of the Plan, all previously issued and outstanding common stock of the Company was cancelled in exchange for an equal number of shares of the reorganized Company's common stock, $0.001 par value per share (the "Common Stock").
( 2 )Pursuant to the terms of the Plan and the Replacement Equity Backstop Commitment Agreement dated March 9, 2021, the Company also issued 247,771,426 shares of Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"). Each share of Series A Preferred Stock is convertible into one share of Common Stock pursuant to the terms of the Certificate of Designations of Series A Cumulative Convertible Preferred Stock (the "Series A Certificate of Designations"), dated as of April 30, 2021 by Garrett Motion Inc. as filed pursuant to its Form 8-K dated as of April 30, 2021.
( 3 )These shares of Common Stock and the Series A Preferred Stock of the Company are beneficially owned by Oaktree Capital Management, L.P. ("Management"), OCM Opps GTM Holdings, LLC ("GTM Holdings") and Oaktree Phoenix Investment Fund LP ("Phoenix") as a result of being the investment managers of certain private investment funds that directly hold Common Stock and Series A Preferred Stock, 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 Fund GP, LLC ("Fund GP"), as general partner of GTM Holdings, Oaktree Fund GP I, L.P. ("GP I"), as managing member of Fund GP and the sole shareholder of VOF GP Ltd.,
( 4 )(Continued from Footnote 3) Oaktree Capital I, L.P. ("Capital I"), as general partner of GP I, OCM Holdings I, LLC ("Holdings I"), as general partner of Capital I and holder of 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 BAM Partners Trust (the "BAM Partnership"), as sole owner of the Class B Limited Voting Shares of BAM. BAM Class B Partners Inc. ("BAM Partners") is the trustee of the BAM Partnership.

Remarks:
The Reporting Persons are jointly filing this Form 3. 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.

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