Centerbridge Credit Partners Master Form 4 Garrett Motion / Jeffrey Aronson ownership change

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

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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^*

Centerbridge Special Credit Partners III-Flex, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2024		S		475,000	D	$9.3495	27,840,976	I	See footnote⁽¹⁾
Common Stock	02/21/2024		S		400,000	D	$9.35	27,440,976	I	See footnote⁽¹⁾
Common Stock	02/21/2024		S		100,000	D	$9.35	27,340,976	I	See footnote⁽¹⁾
Common Stock								11,243,696	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Centerbridge Special Credit Partners III-Flex, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners Master, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners Offshore General Partner, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit GP Investors, L.L.C.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Cayman GP, Ltd.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Special Credit Partners General Partner III, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CCP III Cayman GP Ltd.

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Aronson Jeffrey

(Last)

(First)

(Middle)

375 PARK AVENUE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Explanation of Responses:

1. CSCP III Cayman GP Ltd. ("CSCP III Cayman GP") is the general partner of Centerbridge Special Credit Partners General Partner III, L.P. ("Special Credit III GP"), which is the general partner of Centerbridge Special Credit Partners III-Flex, L.P. ("SC III-Flex"), and may be deemed to share beneficial ownership over the shares of Common Stock held of record by SC III-Flex. As the director of CSCP III Cayman GP, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the shares held of record by SC III-Flex. Such persons and entities expressly disclaim beneficial ownership of the shares held of record by SC III-Flex, except to the extent of any proportionate pecuniary interest therein.

2. Centerbridge Credit GP Investors, L.L.C. ("Credit GP Investors") is the sole director of Centerbridge Credit Cayman GP, Ltd. ("Credit Cayman GP"), which is the general partner of Centerbridge Credit Partners Offshore General Partner, L.P. ("Credit Partners Offshore GP"), which is the general partner of Centerbridge Credit Partners Master, L.P. ("Credit Partners Master"), and may be deemed to share beneficial ownership over the shares of Common Stock held of record by Credit Partners Master. As the managing member of Credit GP Investors, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the shares held of record by Credit Partners Master. Such persons and entities expressly disclaim beneficial ownership of the shares held of record by Credit Partners Master, except to the extent of any proportionate pecuniary interest therein. There is no change in the number of shares of Common Stock held of record by Credit Partners Master from the previous Form 4 filing.

Remarks:

The Reporting Persons are jointly filing this Form 4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose.

	CENTERBRIDGE CREDIT PARTNERS MASTER, L.P. By: Centerbridge Credit GP Investors, L.L.C., its director, by /s/ Susanne V. Clark	02/22/2024
	CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P. By: Centerbridge Credit GP Investors, L.L.C., its director, by /s/ Susanne V. Clark	02/22/2024
	CENTERBRIDGE CREDIT CAYMAN GP, LTD. By: Centerbridge Credit GP Investors, L.L.C., its director, by /s/ Susanne V. Clark	02/22/2024
	CENTERBRIDGE CREDIT GP INVESTORS, L.L.C., /s/ Susanne V. Clark	02/22/2024
	CENTERBRIDGE SPECIAL CREDIT PARTNERS III-FLEX, L.P. By: CSCP III Cayman GP Ltd., its general partner, by /s/ Susanne V. Clark	02/22/2024
	CENTERBRIDGE SPECIAL CREDIT PARTNERS GENERAL PARTNER III, L.P. By: CSCP III Cayman GP Ltd., its general partner, by /s/ Susanne V. Clark	02/22/2024
	/s/ Jeffrey H. Aronson	02/22/2024
	CSCP III CAYMAN GP LTD., by /s/ Susanne V. Clark	02/22/2024
	** 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.
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Centerbridge Credit Partners Master Form 4Garrett Motion / Jeffrey Aronson ownership change