Sessa Capital GP, LLC - Jun 13, 2023 Form 4 Insider Report for Garrett Motion Inc. (GTX)

Role: Director
Signature: /s/ John Petry, for Sessa Capital GP, LLC, By: John Petry, as manager
Stock symbol: GTX
Transactions as of: Jun 13, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/14/2023, 04:10 PM
Previous filing: Jun 8, 2023
Next filing: Feb 20, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GTX	Common Stock	Options Exercise		+1.73M	+7.37%		25.2M	Jun 13, 2023	See Footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects 1,731,896 shares of common stock of the Issuer, which the Reporting Persons (as defined below) expect to receive on or prior to June 20, 2023, pursuant to the amendment and restatement of the certificate of designations for the Issuer's Series A Preferred Stock, as payment of accrued and unpaid dividends on the Series A Preferred Stock through June 30, 2023, plus an additional amount that represents the dividends that would have accrued on the Series A Preferred Stock through September 30, 2023, as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2023. The Issuer announced on June 13, 2023 the conversion of its Series A Preferred Stock on June 12, 2023, resulting in the conversion of the Series A Preferred Stock held by the Reporting Persons.
F2	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 the securities, (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, and (iv) Sessa Capital IM GP, LLC ("Sessa IM GP" and together with Sessa Capital, Sessa Capital GP and Sessa IM, the "Reporting Persons"), as a result of being the sole general partner of Sessa IM. John Petry is the manager of Sessa Capital GP and Sessa IM GP. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.

Content

Reflects 1,731,896 shares of common stock of the Issuer, which the Reporting Persons (as defined below) expect to receive on or prior to June 20, 2023, pursuant to the amendment and restatement of the certificate of designations for the Issuer's Series A Preferred Stock, as payment of accrued and unpaid dividends on the Series A Preferred Stock through June 30, 2023, plus an additional amount that represents the dividends that would have accrued on the Series A Preferred Stock through September 30, 2023, as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2023. The Issuer announced on June 13, 2023 the conversion of its Series A Preferred Stock on June 12, 2023, resulting in the conversion of the Series A Preferred Stock held by the Reporting Persons.

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 the securities, (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, and (iv) Sessa Capital IM GP, LLC ("Sessa IM GP" and together with Sessa Capital, Sessa Capital GP and Sessa IM, the "Reporting Persons"), as a result of being the sole general partner of Sessa IM. John Petry is the manager of Sessa Capital GP and Sessa IM GP. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.