Docoh
Loading...

Sessa Capital

Filed: 3 May 21, 8:17pm
SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Sessa Capital GP, LLC

(Last) (First) (Middle)
888 SEVENTH AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc. [ GTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% owner group
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/30/2021 J(1)(2) 6,912,204 D (1)(2) 0 I See Footnote(3)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
1. Name and Address of Reporting Person*
Sessa Capital GP, LLC

(Last) (First) (Middle)
888 SEVENTH AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sessa Capital (Master), L.P.

(Last) (First) (Middle)
C/O SESSA CAPITAL GP, LLC
888 SEVENTH AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sessa Capital IM, L.P.

(Last) (First) (Middle)
C/O SESSA CAPITAL GP, LLC
888 SEVENTH AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sessa Capital IM GP, LLC

(Last) (First) (Middle)
C/O SESSA CAPITAL GP, LLC
888 SEVENTH AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Petry John

(Last) (First) (Middle)
C/O SESSA CAPITAL GP, LLC
888 SEVENTH AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. On September 20, 2020, Garrett Motion Inc. (the "Issuer") and certain of its subsidiaries (collectively, the "Debtors") each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). On April 26, 2021, the Debtors filed an amended Chapter 11 plan of reorganization (the "Plan") and on April 9, 2021, the Issuer filed a supplement to the Plan (as amended on April 20, 2021 and April 22, 2021, the "Plan Supplement") with the Bankruptcy Court. On April 26, 2021, the Bankruptcy Court entered an order confirming the Plan (the "Confirmation Order") and, on April 30, 2021 (the "Effective Date") the conditions to effectiveness of the Plan were satisfied or waived and the Issuer emerged from bankruptcy.
2. (Continued from footnote 1) On the Effective Date, all outstanding shares of the Issuer's common stock outstanding prior to the Effective Date were canceled, released, and extinguished, and of no further force or effect and without any need for a holder of such common stock to take further action with respect thereto. Accordingly, this Form 4 shall constitute an exit filing for the Reporting Persons with respect to the Issuer.
3. 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 Shares, (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, (iv) Sessa Capital IM GP, LLC ("Sessa IM GP"), as a result of being the sole general partner of Sessa IM, and (v) John Petry, as a result of being the manager of Sessa Capital GP and Sessa IM GP.
Remarks:
The Reporting Persons are jointly filing this Form 4. The Reporting Persons disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.
By: /s/ John Petry, Name: John Petry, individually, as manager of Sessa Capital GP, LLC, the general partner of Sessa Capital (Master), L.P., and as manager of Sessa Capital IM GP, LLC, the general partner of Sessa Capital IM, L.P 05/03/2021
** 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 Number.