Material Modification to Rights of Security

As previously reported, on April 30, 2021, Garrett Motion Inc., (the “


”) filed the Certificate of Designations (the “

Certificate of Designations

”) for the Series A Cumulative Convertible Preferred Stock (the “

Series A

”) of the Company with the Secretary of State of Delaware.

On July 21, 2021, the Company filed a Certificate of Amendment (the “

Certificate of Amendment

”) to the Certificate of Designations of the Company amending the terms of the Series A as described in item 5.03 below.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 21, 2021, the Company filed the Certificate of Amendment to the Certificate of Designations of the Company. The Certificate of Amendment became effective upon filing. The Certificate of Amendment amended Section 4(c) of the Certificate of Designations to permit payment of a dividend or making of a distribution on junior stock even if there are cumulative accrued and unpaid dividends on the Series A that have not been paid in full or the full dividend for the then current dividend period has not been paid or declared and set aside for payment, notwithstanding limitations on payment of dividends on junior stock in such circumstances as set forth in the Certificate of Designations, provided that (x) the holders of the Series A also participate in such dividends or distributions, (y) such dividends or distributions are made on or prior to December 31, 2022, and (z) the full board of directors of the Company has ratified the Disinterested Directors’ Committee’s declaration of any such dividend or distribution.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.





Certificate of Amendment of Certificate of Designations of Series A Cumulative Convertible Preferred Stock of Garrett Motion Inc., filed with the Delaware Secretary of State on July 21, 2021.



Cover Page Interactive Data File (embedded within the Inline XBRL document).


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: July 21, 2021



Garrett Motion Inc.





/s/ Jérôme Maironi




Jérôme Maironi




Senior Vice President, General Counsel and Corporate Secretary

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