Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Garrett Motion Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
366505105
(CUSIP Number)
Anne T. Madden
Senior Vice President and General Counsel
Honeywell International Inc.
300 South Tryon Street
Charlotte, North Carolina 28202
(704) 627-6200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 15, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Item 1. Security and Issuer.
This Amendment No. 6 amends the Schedule 13D filed on October 29, 2020 (the “Original Schedule 13D” and, as amended by Amendment No. 1 to Schedule 13D filed on November 3, 2020, Amendment No. 2 to Schedule 13D filed on November 17, 2020, Amendment No. 3 to Schedule 13D filed on December 23, 2020, Amendment No. 4 to Schedule 13D filed on January 12, 2021, Amendment No. 5 to Schedule 13D filed on January 27, 2021 and this Amendment No. 6, the “Schedule 13D”). This statement of beneficial ownership on Schedule 13D relates to the shares of common stock, $0.001 par value per share (the “Shares”), of Garrett Motion Inc., a Delaware corporation (the “Company”). According to the Company, the address of its principal executive office is La Pièce 16, Rolle, Switzerland 1180. Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Original Schedule 13D filed on October 29, 2020.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended as follows:
On February 15, 2021, the Company entered into an Amended and Restated Plan Support Agreement (including the term sheet attached thereto, the “Amended Plan Support Agreement”) with the Reporting Person and with the Equity Commitment Parties, the Initial Consenting Lenders and the Consenting Noteholders (each as defined therein), setting forth the terms by which the foregoing parties committed to provide capital to and/or support the Company in connection with its plan of reorganization. The Amended Plan Support Agreement amended and restated the Plan Support Agreement, entered into by the Debtors, the Equity Commitment Parties, the Reporting Person and the Consenting Noteholders on January 11, 2021. The Amended Plan Support Agreement is filed as Exhibit 99.1 hereto and incorporated by reference herein.
The Reporting Person, the Equity Commitment Parties and the Consenting Noteholders (to the extent they own Shares) may be deemed to constitute a group for purposes of Rule 13d-3 under the Act. The Reporting Person reserves the right to act independently and without respect to the other Equity Commitment Parties and the Consenting Noteholders, subject to the Third A&R Coordination Agreement, and to change its plans or proposals at any time, including with respect to any matter set forth in items (a) through (j) of Item 4 of Schedule 13D.
Certain of the other Equity Commitment Parties have filed, and the Reporting Person anticipates that other Equity Commitment Parties and Consenting Noteholders may file additional, separate statements of beneficial ownership on Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act containing their required information. The Reporting Person assumes no responsibility for the information contained in any filings by any other person. The Reporting Person expressly disclaims beneficial ownership of any securities beneficially owned or acquired by any other person except to the extent of its pecuniary interest, if any, therein. As of the date of this statement, based on information provided by the Equity Commitment Parties and the Consenting Noteholders, the Reporting Person believes that the Reporting Person, the Equity Commitment Parties and the Consenting Noteholders beneficially own 57.6% of the 75,813,634 outstanding Shares, as reported in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2021.
Item 7. Material to be Filed as Exhibits
The following document is filed as exhibit to this statement:
| Exhibit 99.1 | Amended and Restated Plan Support Agreement, dated February 15, 2021, by and among the parties identified therein (incorporated by reference to Exhibit 10.1 to Form 8-K filed by Garrett Motion Inc. on February 16, 2021). |
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 17, 2021
| HONEYWELL INTERNATIONAL INC. | ||
| By: |
/s/ Anne T. Madden | |
| Name: |
Anne T. Madden | |
| Title: |
Senior Vice President and General Counsel |