Sec Form 4 Filing - OAKTREE CAPITAL MANAGEMENT LP @ Garrett Motion Inc. - 2023-06-06

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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
OAKTREE CAPITAL MANAGEMENT LP
2. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc. [ GTX,GTXAP]
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)
06/06/2023
(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 06/06/2023 A( 1 ) 774,354 ( 1 ) A ( 1 ) $ 8.177 ( 1 ) 8,448,888 I See footnotes ( 2 ) ( 3 ) ( 4 )
Common Stock 06/06/2023 A( 1 ) 2,831,513 ( 1 ) A ( 1 ) $ 8.177 ( 1 ) 28,259,811 I See footnotes ( 2 ) ( 3 ) ( 4 )
Common Stock 06/06/2023 A( 1 ) 102,728 ( 1 ) A ( 1 ) $ 8.177 ( 1 ) 1,023,308 I See footnotes ( 2 ) ( 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 ( 5 ) 06/06/2023 D( 1 ) 7,418,669 ( 1 ) ( 5 ) ( 5 ) Common Stock 7,418,669 $ 8.177 6,955,912 I See footnotes ( 2 ) ( 3 ) ( 4 )
Series A Cumulative Convertible Preferred Stock $ 5.25 ( 5 ) 06/06/2023 D( 1 ) 27,127,173 ( 1 ) ( 5 ) ( 5 ) Common Stock 27,127,173 $ 8.177 25,428,298 I See footnotes ( 2 ) ( 3 ) ( 4 )
Series A Cumulative Convertible Preferred Stock $ 5.25 ( 5 ) 06/06/2023 D( 1 ) 984,182 ( 1 ) ( 5 ) ( 5 ) Common Stock 984,182 $ 8.177 920,580 I See footnotes ( 2 ) ( 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 06/08/2023
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 06/08/2023
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 06/08/2023
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 06/08/2023
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 06/08/2023
Signature of Reporting Person Date
OAKTREE FUND GP I, L.P., By: /s/ Henry Orren, Name: Henry Orren, Title: Authorized Signatory 06/08/2023
Signature of Reporting Person Date
OAKTREE CAPITAL I, L.P., By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 06/08/2023
Signature of Reporting Person Date
OCM HOLDINGS I, LLC, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 06/08/2023
Signature of Reporting Person Date
OAKTREE CAPITAL MANAGEMENT, L.P., By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 06/08/2023
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 06/08/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 12, 2023, Garret Motion Inc. (the "Company") entered into a Transaction Agreement (the "Transaction Agreement") with Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings"), OCM Opps GTM Holdings LLC ("GTM Holdings"), Oaktree Phoenix Investment Fund LP ("Phoenix") and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. The transactions being reported on this Form 4 were consummated pursuant to the Transaction Agreement and are exempt transactions pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as may be amended.
( 2 )These shares of the Company's common stock, $0.001 par value per share ("Common Stock") and the Series A Cumulative Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock") are beneficially owned by Oaktree Capital Management, L.P. ("Management"), GTM Holdings and 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 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 manager of GTM Holdings, Oaktree Fund GP I, L.P. ("GP I"), as managing member of Fund GP, Oaktree Capital I, L.P. ("Capital I"), as general partner of GP I, OCM Holdings I, LLC ("Holdings I"),
( 3 )(Continued from Footnote 2) 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 managing member 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 Corporation ("BC"), as indirect owner of the class A units of OCG, and BAM Partners Trust (the "BAM Partnership"), as sole owner of the Class B Limited Voting Shares of BC. BAM Class B Partners Inc. ("BAM Partners") is the trustee of the BAM Partnership.
( 4 )(Continued from Footnote 3) Brookfield Asset Management ULC as indirect owner of Class A units of Atlas OCM Holdings, LLC, Oaktree Phoenix Investment Fund GP, L.P. and Oaktree Phoenix Investment Fund GP Ltd. as general partners of Phoenix. Such entities expressly disclaim beneficial ownership of the shares held of record by VOF Holdings, GTM Holdings and Phoenix, except to the extent of any proportionate pecuniary interest therein.
( 5 )Each share of Series A Preferred Stock is convertible into one share of Common Stock pursuant to the terms of that certain Amended and Restated Certificate of Designations of Series A Cumulative Convertible Preferred Stock of the Company, dated as of June 6, 2023.

Remarks:
This Form 4 is being filed jointly by the Reporting Persons. The filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any or all of the equity securities covered by this Form 4.

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).
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