0000899243-21-017872.txt : 20210503
0000899243-21-017872.hdr.sgml : 20210503
20210503200631
ACCESSION NUMBER: 0000899243-21-017872
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210430
FILED AS OF DATE: 20210503
DATE AS OF CHANGE: 20210503
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rapaport John Ross
CENTRAL INDEX KEY: 0001619801
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38636
FILM NUMBER: 21885394
MAIL ADDRESS:
STREET 1: 399 PARK AVE
STREET 2: 39TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Keyframe Fund I, L.P.
CENTRAL INDEX KEY: 0001830200
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38636
FILM NUMBER: 21885400
BUSINESS ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212.380.5800
MAIL ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Keyframe Capital Partners, L.P.
CENTRAL INDEX KEY: 0001830175
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38636
FILM NUMBER: 21885401
BUSINESS ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212.380.5800
MAIL ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Keyframe Capital Partners GP, L.L.C.
CENTRAL INDEX KEY: 0001830199
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38636
FILM NUMBER: 21885395
BUSINESS ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212.380.5800
MAIL ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Keyframe Fund II, L.P.
CENTRAL INDEX KEY: 0001830338
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38636
FILM NUMBER: 21885399
BUSINESS ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212.380.5800
MAIL ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Keyframe Fund IV, L.P.
CENTRAL INDEX KEY: 0001830238
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38636
FILM NUMBER: 21885397
BUSINESS ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212.380.5800
MAIL ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Keyframe Capital Advisors, L.L.C.
CENTRAL INDEX KEY: 0001830247
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38636
FILM NUMBER: 21885396
BUSINESS ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212.380.5800
MAIL ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Keyframe Fund III, L.P.
CENTRAL INDEX KEY: 0001830260
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38636
FILM NUMBER: 21885398
BUSINESS ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212.380.5800
MAIL ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Garrett Motion Inc.
CENTRAL INDEX KEY: 0001735707
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714]
IRS NUMBER: 824873189
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: LA PIECE 16
CITY: ROLLE
STATE: V8
ZIP: 1180
BUSINESS PHONE: 41-21-695-3000
MAIL ADDRESS:
STREET 1: LA PIECE 16
CITY: ROLLE
STATE: V8
ZIP: 1180
FORMER COMPANY:
FORMER CONFORMED NAME: Garrett Transportation Systems Inc.
DATE OF NAME CHANGE: 20180327
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-04-30
1
0001735707
Garrett Motion Inc.
GTX
0001830175
Keyframe Capital Partners, L.P.
65 EAST 55TH STREET, 35TH FLOOR
NEW YORK
NY
10022
0
0
0
1
Member of 10% owner group
0001830200
Keyframe Fund I, L.P.
65 EAST 55TH STREET, 35TH FLOOR
NEW YORK
NY
10022
0
0
0
1
Member of 10% owner group
0001830338
Keyframe Fund II, L.P.
65 EAST 55TH STREET, 35TH FLOOR
NEW YORK
NY
10022
0
0
0
1
Member of 10% owner group
0001830260
Keyframe Fund III, L.P.
65 EAST 55TH STREET, 35TH FLOOR
NEW YORK
NY
10022
0
0
0
1
Member of 10% owner group
0001830238
Keyframe Fund IV, L.P.
65 EAST 55TH STREET, 35TH FLOOR
NEW YORK
NY
10022
0
0
0
1
Member of 10% owner group
0001830247
Keyframe Capital Advisors, L.L.C.
65 EAST 55TH STREET, 35TH FLOOR
NEW YORK
NY
10022
0
0
0
1
Member of 10% owner group
0001830199
Keyframe Capital Partners GP, L.L.C.
65 EAST 55TH STREET, 35TH FLOOR
NEW YORK
NY
10022
0
0
0
1
Member of 10% owner group
0001619801
Rapaport John Ross
65 EAST 55TH STREET, 35TH FLOOR
NEW YORK
NY
10022
0
0
0
1
Member of 10% owner group
Common Stock
2021-04-30
4
J
0
1506050
D
0
I
See Footnote
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.
(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.
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 the Issuer. 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."
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.
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
2021-05-03
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
2021-05-03
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
2021-05-03
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
2021-05-03
Keyframe Capital Advisors, L.L.C., By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Managing Member
2021-05-03
Keyframe Capital Partners, L.P., By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Chief Investment Officer and Managing Partner
2021-05-03
Keyframe Partners GP, L.L.C., By: /s/ John R. Rapaport, Name: John R. Rapaport, Title: Managing Member
2021-05-03
/s/ John R. Rapaport, John R. Rapaport
2021-05-03