Item 1. Security and Issuer.
This Amendment No. 1 (this “Amendment”) amends the Schedule 13D filed on May 10, 2021 (the “Original Schedule 13D” and, as so
amended, the “Schedule 13D”) by Honeywell International Inc. (the “Reporting Person”). This statement of beneficial ownership on Schedule 13D relates to the shares of common stock, $0.001 par value per share (the “Common
Stock”), 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 May 10, 2021.
Item 2. Identity and Background.
Item 2(b) is hereby amended and restated in its entirety as follows:
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(b) |
The address of the Reporting Person is Honeywell International Inc., 855 South Mint Street, Charlotte, North
Carolina 28202. |
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
On June 12, 2023 (the “Conversion Date”), pursuant to the certificate of designations (as amended or otherwise modified from time to time, the
“Certificate of Designations”) for the Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), of the Company, each share of Series A Preferred Stock automatically converted
into one (1) fully-paid, non-assessable share of Common Stock, without any further action by the holders of Series A Preferred Stock. As a result, all of the 4,196,330 shares of Series A
Preferred Stock held by the Reporting Person were converted into an equal number of shares of Common Stock. Additionally, on or prior to June 20, 2023, all persons who held shares of Series A Preferred Stock as of the Conversion Date will
receive, in respect of each share of Series A Preferred Stock held immediately prior to the conversion, a payment of the 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. In the aggregate, this additional payment per share of Series A Preferred Stock will be comprised of $0.144375 in cash and
approximately 0.104379 shares of Common Stock (representing $0.853509 in accrued and unpaid dividends per share of Common Stock, valued at $8.177 per share), subject to adjustment to avoid the issuance of fractional shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated to read as follows:
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(a) |
The responses to Items 7-13 of the cover pages of this Schedule 13D are
incorporated by reference herein. |
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(b) |
The responses to Items 7-13 of the cover pages of this Schedule 13D are
incorporated by reference herein. |
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(c) |
Except as set forth in Item 4 of this Amendment, the Reporting Person has not effected any transaction in the
Common Stock during the past 60 days. |
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(d) |
No person other than the Reporting Person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, shares of Common Stock or Series A Preferred Stock owned by the Reporting Person. |
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(e) |
The Reporting Person has ceased to be the beneficial owner of more than five percent (5%) of the Common Stock,
effective as of June 12, 2023. |
