Statement of Changes in Beneficial Ownership (4)
13 June 2023 - 7:23AM
Edgar (US Regulatory)
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 OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
CYRUS CAPITAL PARTNERS, 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)
65 EAST 55 STREET, 35TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/9/2023 |
|
(Street)
NEW YORK, NY 10022 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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)
|
Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 | 6/9/2023 | | S | | 1086472 | D | $8.2004 (1) | 8785154 | I | See footnotes (4)(5) |
| Common Stock | 6/12/2023 | | C(2) | | 23636315 | A | (2) | 34888600 (3) | I | See footnotes (4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 Preferred Stock | (2) | 6/12/2023 | | C (2) | | | 23636315 | (2) | (2) | Common Stock | 23636315 | $0 | 0 | I | See footnotes (3)(4) |
| Explanation of Responses: |
| (1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.20 to $8.245, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
| (2) | The Series A Preferred Stock automatically converted pursuant to the amendment and restatement of the certificate of designations for the Series A Preferred Stock. Each share of Series A Preferred Stock automatically converted into one (1) fully-paid, non-assessable share of common stock. |
| (3) | This amount includes 2,467,131 shares of common stock, which the Reporting Persons expect the Cyrus Funds to receive on or about June 20, 2023, following the conversion as payment of accrued interest on the Series A Preferred Stock as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2023. The Reporting Persons will file an amendment to this Form 4 to the extent the actual amount of shares of common stock received in payment of accrued interest differs in any material respect. |
| (4) | These securities of the Company are beneficially owned by (i) Cyrus Capital Partners, L.P. ("Cyrus Capital Partners"), as a result of being the investment manager of certain private investment funds that directly hold the securities, including Cyrus 1740 Master Fund, L.P., Canary SC Master Fund, L.P., Cyrus Opportunities Master Fund II, Ltd., Crescent 1, L.P., CRS Master Fund, L.P., Cyrus Select Opportunities Master Fund, Ltd., Cyrus Select Opportunities Master Fund II, L.P., PC Investors III LLC, and Peterson Capital Investors LLC (the "Cyrus Funds"), (ii) Cyrus Capital Partners GP, L.L.C. ("Cyrus Capital GP"), as a result of being the sole general partner of Cyrus Capital Partners, and (iii) Stephen C. Freidheim, as a result of being the Chief Investment Officer of Cyrus Capital Partners and the sole member and manager of Cyrus Capital GP (collectively, the "Reporting Persons"). |
| (5) | (Continued from footnote 4) Each of the Reporting Persons disclaims beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
CYRUS CAPITAL PARTNERS, L.P.
65 EAST 55 STREET
35TH FLOOR
NEW YORK, NY 10022 |
| X |
|
|
FREIDHEIM STEPHEN C
C/O CYRUS CAPITAL PARTNERS, L.P.
65 EAST 55TH STREET, 35TH FLOOR
NEW YORK, NY 10022 |
| X |
|
|
CYRUS CAPITAL PARTNERS GP, LLC
65 EAST 55TH STREET, 35TH FLOOR
NEW YORK, NY 10022 |
| X |
|
|
Signatures
|
| /s/ Cyrus Capital Partners, L.P., By: Cyrus Capital Partners GP, L.L.C., its general partner, By: /s/ Stephen C. Freidheim, Stephen C. Freidheim, its Sole Member/Manager | | 6/12/2023 |
| **Signature of Reporting Person | Date |
| /s/ Cyrus Capital Partners GP, L.L.C., By: /s/ Stephen C. Freidheim, Stephen C. Freidheim, its Sole Member/Manager | | 6/12/2023 |
| **Signature of Reporting Person | Date |
| /s/ Stephen C. Freidheim | | 6/12/2023 |
| **Signature of Reporting Person | Date |
| 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 control number. |
Garrett Motion (NYSE:GTX)
Historical Stock Chart
From Nov 2024 to Dec 2024
Garrett Motion (NYSE:GTX)
Historical Stock Chart
From Dec 2023 to Dec 2024
Real-Time news about Garrett Motion Inc (New York Stock Exchange): 0 recent articles
More Garrett Motion Inc. News Articles
