Garrett Motion (GTX) SC 13D/AGarrett Motion / Brookfield Oaktree ownership change

Item 2(e) is hereby amended and restated in its entirety as follows:

On September 25, 2024, the SEC accepted an offer by Oaktree Capital Management L.P., an affiliate of the Reporting Persons (including Oaktree Capital Holdings LLC as the sole managing member of the general partner of Oaktree Capital Management L.P.), to resolve an investigation involving Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rules 13d-2 and 16a-3 thereunder, which require certain investors, like Oaktree, that beneficially own the registered equity securities of a public company to file reports with the SEC of their beneficial ownership in the equity of the company, including changes in their beneficial ownership, within specified timeframes.  Oaktree cooperated immediately and fully with the SEC’s investigation, and, without admitting or denying the SEC’s findings, in a settled proceeding agreed to cease and desist from committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-2 and 16a-3 thereunder and to pay a $375,000 penalty.

The information contained on the cover pages of this Statement is incorporated herein by reference.

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 44,082,816 shares of Common Stock, representing approximately 20.6% of the Common Stock outstanding as of the date hereof. All such ownership percentages of the securities reported herein are based upon 213,562,312 shares of Common Stock outstanding as of October 18, 2024, as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on October 24, 2024. This Amendment No. 6 is being filed to reflect changes to the percentages previously reported solely as a result of the change in the outstanding shares of Common Stock reported by the Issuer in its Form 10-Q.

Oaktree Value Opportunities Fund Holdings, L.P. directly holds 9,174,939 shares of Common Stock and has the sole power to vote and dispose of such shares;

OCM Opps GTM Holdings, LLC directly holds 30,913,991 shares of Common Stock and has the sole power to vote and dispose of such shares of Common Stock;

Oaktree Phoenix Investment Fund LP directly holds 1,119,397 shares of Common Stock and has the sole power to vote and dispose of such shares;

Oaktree Opportunities Fund Xb Holdings (Delaware) LP directly holds 2,874,489 shares of Common Stock and has the sole power to vote and dispose of such shares;

Brookfield Oaktree Holdings, LLC, in its capacity as the indirect manager of the BOH Entities, may be deemed to beneficially own the 33,788,480 shares of Common Stock held directly by the BOH Entities;

Oaktree Capital Holdings, LLC, in its capacity as the indirect manager of the OCH Entities, may be deemed to beneficially own the 10,294,336 shares of Common Stock held directly by the OCH Entities;

Oaktree Capital Group Holdings GP, LLC, in its capacity as the indirect owner of each of Brookfield Oaktree Holdings, LLC and Oaktree Capital Holdings, LLC, may be deemed to beneficially own the aggregate 44,082,816 shares of Common Stock held directly by the BOH Entities and the OCH Entities;

Brookfield Corporation, in its capacity as an indirect owner of Brookfield Oaktree Holdings, LLC, may be deemed to beneficially own the 33,788,480 shares of Common Stock held directly by the BOH Entities;

BAM Partners Trust, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation, may be deemed to beneficially own the 33,788,480 shares of Common Stock held directly by the BOH Entities; and

Brookfield Asset Management ULC, in its capacity as an indirect owner of Oaktree Capital Holdings, LLC, may be deemed to beneficially own the 10,294,336 shares of Common Stock held directly by the OCH Entities.

With respect to the shares of Common Stock reported herein, each of the Reporting Persons may be deemed to have shared voting and dispositive power or the shared power to direct the vote and disposition of the shares of Common Stock which such Reporting Person may be deemed to beneficially own as set forth above.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the shares of Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than each Direct Holder with respect to securities reported as directly held by such Direct Holder.

(c)

The Reporting Persons have not effected any transactions related to the Common Stock during the past 60 days.