GTX Garrett Motion Inc

1	NAMES OF REPORTING PERSONS
	Jeffrey H. Aronson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None
		8	SHARED VOTING POWER
			38,986,928
		9	SOLE DISPOSITIVE POWER
			None
		10	SHARED DISPOSITIVE POWER
			38,986,928
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	38,986,928
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	37.28%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

This amendment (this “Amendment No. 2”) amends the Schedule 13D filed by the Reporting Persons on May 13, 2021 (the “Original Schedule 13D”, as amended by that certain Amendment No. 1 filed by the Reporting Persons on April 14, 2023 (the “Schedule 13D Amendment No. 1” and, as further amended by this Amendment No. 2, the “Schedule 13D”). Capitalized terms used herein but not defined herein shall have the respective meanings defined in the Original Schedule 13D or Schedule 13D Amendment No. 1, as applicable. The Schedule 13D is amended hereby only as specifically set forth herein, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any other Item in the Schedule 13D as previously amended, such incorporation by reference is also amended hereby.

Item 4 is hereby amended by the addition of the following:

On June 6, 2023, Credit Partners Master, SC III-Flex, and the Company consummated the Series A Repurchase contemplated by the Transaction Agreement. Credit Partners Master sold, assigned, and transferred 9,774,821 shares of its Series A Preferred Stock to the Company in exchange for cash consideration of $79,928,706 and SC III-Flex sold, assigned, and transferred 24,402,874 shares of its Series A Preferred Stock to the Company in exchange for cash consideration of $199,542,294.  Concurrently with the closing of the Series A Repurchase, the Company issued 1,020,288 shares of Common Stock and paid $1,411,240 in cash to Credit Partners Master and issued 2,547,153 shares of Common Stock and paid $3,523,165 in cash to SC III Flex, representing all dividends paid or payable on the shares of Series A Preferred Stock through September 30, 2023.  Furthermore, the board designation rights of the Reporting Persons were reduced from three (3) designees to one (1) designee.

Item 5 is hereby amended and restated to read as follows:

(a) and (b).

The information required by Items 5(a) – (b) is set forth in rows 7 – 13 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

(c).

The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference in this Item 5 (c).

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: June 7, 2023

	CENTERBRIDGE CREDIT PARTNERS MASTER, L.P.
	By:	Centerbridge Credit Partners Offshore General Partner, L.P., its general partner
	By:	Centerbridge Credit Cayman GP, Ltd., its general partner
	By:	Centerbridge Credit GP Investors, L.L.C., its director
	/s/ Susanne V. Clark
	Name: Susanne V. Clark Title: Authorized Signatory
	CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P.
	By:	Centerbridge Credit Cayman GP, Ltd., its general partner
	By:	Centerbridge Credit GP Investors, L.L.C., its director
	/s/ Susanne V. Clark
	Name: Susanne V. Clark Title: Authorized Signatory
	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
	CENTERBRIDGE CREDIT GP INVESTORS, L.L.C.
	/s/ Susanne V. Clark
	Name: Susanne V. Clark Title: Authorized Signatory

	CENTERBRIDGE SPECIAL CREDIT PARTNERS III-FLEX, L.P.
	By:	Centerbridge Special Credit Partners General Partner III, L.P., its general partner
	By:	CSCP III Cayman GP Ltd., its general partner
	/s/ Susanne V. Clark
	Name: Susanne V. Clark Title: Authorized Signatory
	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
	CSCP III CAYMAN GP LTD.
	/s/ Susanne V. Clark
	Name: Susanne V. Clark Title: Authorized Signatory
	JEFFREY H. ARONSON
	/s/ Jeffrey H. Aronson