Filed pursuant to Rule 424(b)(3)
Registration No. 333-256659
GARRETT MOTION INC.
52,471,709 SHARES OF COMMON STOCK
243,265,707 SHARES OF SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK
243,265,707 SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK
This prospectus relates to the offer and sale by the selling security holders identified in this prospectus (the selling security
holders) of up to (i) 243,265,707 shares of our Series A Cumulative Convertible Preferred Stock (the Series A Preferred Stock), (ii) 52,471,709 shares of our common stock, par value $0.001 per share and (iii) 243,265,707
shares of our common stock issuable upon conversion of our Series A Cumulative Convertible Preferred Stock (the foregoing shares of common stock, the Common Stock and, together with the Series A Preferred Stock, the
Securities) initially issued to the selling security holders in connection with our emergence from bankruptcy on April 30, 2021. We are not selling any Securities and we will not receive any proceeds from the sale of the Securities
by the selling security holders. We have paid the fees and expenses incident to the registration of the Securities for sale by the selling security holders pursuant to the Registration Rights Agreement.
Our registration of the Securities covered by this prospectus does not mean that the selling security holders will offer or sell any of the
Securities. The selling security holders may sell the Securities covered by this prospectus in a number of different ways and at varying prices. For information on the possible methods of sale that may be used by the selling security holders, you
should refer to the section entitled Plan of Distribution beginning on page 63 of this prospectus.
We may amend or supplement
this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus, including the information incorporated by reference into this prospectus, and any amendments or supplements carefully before
you make your investment decision.
Our Common Stock is quoted on the Nasdaq Global Select Market (Nasdaq) under the symbol
GTX. On June 10, 2021, the last reported sale price of our Common Stock on Nasdaq was $7.68 per share.
The Series A
Preferred Stock has been assigned the symbol GTXAP for quoting and trading in the over-the-counter market. We have not listed the Series A Preferred Stock on Nasdaq or on any other national securities exchange or any other nationally
recognized trading system. There can be no assurance that an active trading market will develop in shares of the Series A Preferred Stock.
our Securities involves a high degree of risk. See
beginning on page 7 to read about factors you should consider before buying our Securities.
Neither the Securities and Exchange Commission (the SEC) nor any other regulatory
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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