Sec Form 4 Filing - Sessa Capital GP, LLC @ Garrett Motion Inc. - 2023-06-13

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
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
Sessa Capital GP, LLC
2. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc. [ GTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
888 SEVENTH AVENUE, 30TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/13/2023
(Street)
NEW YORK, NY10019
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 06/13/2023 M( 1 ) 1,731,896 ( 1 ) A 25,236,484 ( 1 ) I See Footnote ( 2 )
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
Sessa Capital GP, LLC
888 SEVENTH AVENUE
30TH FLOOR
NEW YORK, NY10019
X
Sessa Capital (Master), L.P.
C/O SESSA CAPITAL GP, LLC
888 SEVENTH AVENUE, 30TH FLOOR
NEW YORK, NY10019
X
Sessa Capital IM, L.P.
C/O SESSA CAPITAL GP, LLC
888 SEVENTH AVENUE, 30TH FLOOR
NEW YORK, NY10019
X
Sessa Capital IM GP, LLC
C/O SESSA CAPITAL GP, LLC
888 SEVENTH AVENUE, 30TH FLOOR
NEW YORK, NY10019
X
Signatures
/s/ John Petry, for Sessa Capital GP, LLC, By: John Petry, as manager 06/14/2023
Signature of Reporting Person Date
/s/ John Petry, for Sessa Capital (Master), L.P., By: Sessa Capital GP, LLC, its general partner, By: John Petry, as manager 06/14/2023
Signature of Reporting Person Date
/s/ John Petry, for Sessa Capital IM, L.P., By: Sessa Capital IM GP, LLC, its general partner, By: John Petry, as manager 06/14/2023
Signature of Reporting Person Date
/s/ John Petry, for Sessa Capital IM GP, LLC, By: John Petry, as manager 06/14/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects 1,731,896 shares of common stock of the Issuer, which the Reporting Persons (as defined below) expect to receive on or prior to June 20, 2023, pursuant to the amendment and restatement of the certificate of designations for the Issuer's Series A Preferred Stock, as payment of accrued and unpaid dividends on the Series A Preferred Stock through June 30, 2023, plus an additional amount that represents the dividends that would have accrued on the Series A Preferred Stock through September 30, 2023, as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2023. The Issuer announced on June 13, 2023 the conversion of its Series A Preferred Stock on June 12, 2023, resulting in the conversion of the Series A Preferred Stock held by the Reporting Persons.
( 2 )These securities of the Issuer are beneficially owned by (i) Sessa Capital (Master), L.P. ("Sessa Capital"), as a result of its direct ownership of the securities, (ii) Sessa Capital GP, LLC ("Sessa Capital GP"), as a result of being the sole general partner of Sessa Capital, (iii) Sessa Capital IM, L.P. ("Sessa IM"), as a result of being the investment adviser for Sessa Capital, and (iv) Sessa Capital IM GP, LLC ("Sessa IM GP" and together with Sessa Capital, Sessa Capital GP and Sessa IM, the "Reporting Persons"), as a result of being the sole general partner of Sessa IM. John Petry is the manager of Sessa Capital GP and Sessa IM GP. Each of the Reporting Persons and Mr. Petry 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.