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Keyframe Capital Partners

Filed: 29 Oct 20, 10:19am
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Keyframe Capital Partners, L.P.

(Last) (First) (Middle)
65 EAST 55TH STREET, 35TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/20/2020
3. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc. [ GTX ]
4. 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
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,506,050 I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Keyframe Capital Partners, L.P.

(Last) (First) (Middle)
65 EAST 55TH STREET, 35TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Keyframe Fund I, L.P.

(Last) (First) (Middle)
65 EAST 55TH STREET, 35TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Keyframe Fund II, L.P.

(Last) (First) (Middle)
65 EAST 55TH STREET, 35TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Keyframe Fund III, L.P.

(Last) (First) (Middle)
65 EAST 55TH STREET, 35TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Keyframe Fund IV, L.P.

(Last) (First) (Middle)
65 EAST 55TH STREET, 35TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Keyframe Capital Advisors, L.L.C.

(Last) (First) (Middle)
65 EAST 55TH STREET, 35TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Keyframe Capital Partners GP, L.L.C.

(Last) (First) (Middle)
65 EAST 55TH STREET, 35TH FLOOR

(Street)
NEW YORK NY 10022

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

(Last) (First) (Middle)
65 EAST 55TH STREET, 35TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Keyframe Fund I, L.P., Keyframe Fund II, L.P., Keyframe Fund III, L.P. and Keyframe Fund IV, L.P. (collectively, the "Keyframe Funds") directly hold 263,900, 225,226, 564,200 and 452,724 shares, respectively, of common stock of Garrett Motion Inc. (the "Company"). Keyframe Capital Advisors, L.L.C. ("KCA") is the general partner of each of the Keyframe Funds. Keyframe Capital Partners, L.P. ("KCP") is the investment manager to each of the Keyframe Funds. Keyframe Capital Partners GP, L.L.C. ("KCPGP") is the general partner to KCP. Mr. John R. Rapaport is the Chief Investment Officer and Managing Partner of KCP and the Managing Member of both KCA and KCPGP. The Keyframe Funds, KCA, KCP, KCPGP and Mr. Rapaport are collectively referred to as the "Reporting Persons."
Remarks:
The Reporting Persons are jointly filing this Form 3. The Reporting Persons may be deemed to be members of a group (for purposes of Rule 13d-3 under the Securities Exchange Act of 1934) with the other shareholders of the Company party to the Amended and Restated Coordination Agreement, dated October 20, 2020, filed as Exhibit 99.1 to the Reporting Persons' Schedule 13D filed on October 28, 2020. The Reporting Persons disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.
Keyframe Fund I, L.P. By: Keyframe Capital Advisors, L.L.C., its General Partner, By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Managing Member 10/28/2020
Keyframe Fund II, L.P., By: Keyframe Capital Advisors, L.L.C., its General Partner, By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Managing Member 10/28/2020
Keyframe Fund III, L.P., By: Keyframe Capital Advisors, L.L.C., its General Partner, By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Managing Member 10/28/2020
Keyframe Fund IV, L.P., By: Keyframe Capital Advisors, L.L.C., its General Partner, By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Managing Member 10/28/2020
Keyframe Capital Advisors, L.L.C., By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Managing Member 10/28/2020
Keyframe Capital Partners, L.P., By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Chief Investment Officer and Managing Partner 10/28/2020
Keyframe Partners GP, L.L.C., By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Managing Member 10/28/2020
/s/ John R. Rapaport, John R. Rapaport 10/28/2020
** 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 5 (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).
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