SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Adamczyk Darius (Last) (First) (Middle) 300 SOUTH TRYON STREET (Street) CHARLOTTE NC 28202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/30/2021	3. Issuer Name and Ticker or Trading Symbol Garrett Motion Inc. [ GTX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	2,896,116(1)(5)	I	See Footnote(1)(5)
Series B Preferred Stock(2)	834,800,000(2)(5)	I	See Footnote(2)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Cumulative Convertible Preferred Stock(3)	(3)	(3)	Common Stock	4,196,330(4)(5)	5.25(4)	I	See Footnote(5)

1. Name and Address of Reporting Person* Adamczyk Darius (Last) (First) (Middle) 300 SOUTH TRYON STREET (Street) CHARLOTTE NC 28202 (City) (State) (Zip)

1. Name and Address of Reporting Person* HONEYWELL INTERNATIONAL INC (Last) (First) (Middle) 300 SOUTH TRYON STREET (Street) CHARLOTTE NC 28202 (City) (State) (Zip)

Explanation of Responses:

1. Represents shares of common stock, par value $0.001 per share (the "Common Stock"), of Garrett Motion Inc. (the "Company") held by Honeywell International Inc. ("Honeywell") that Honeywell received for each of the 2,896,116 shares of common stock, $0.001 par value per share, Honeywell owned in the pre-reorganized Company in connection with the Company's emergence from bankruptcy on April 30, 2021.

2. The shares of Series B Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), are held by Honeywell Holdings International Inc, a wholly-owned subsidiary of Honeywell, and are not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are not convertible into shares of Common Stock or any other securities of the Company.

3. Represents shares of Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), of the Company held by Honeywell. The shares of Series A Preferred Stock are convertible into shares of Common Stock of the Company upon the events specified in the Company's Certificate of Designations of Series A Cumulative Convertible Preferred Stock (the "Series A Certificate of Designations"). The Series A Preferred Stock does not have an expiration date.

4. Honeywell may convert at its option its shares of Series A Preferred Stock into shares of Common Stock at a conversion rate equal to $5.25, which is the stated amount of each share of Series A Preferred Stock, divided by $5.25, which is the conversion price of each share of Series A Preferred Stock (subject to adjustments as described in the Series A Certificate of Designations).

5. Darius Adamczyk is the Chief Executive Officer of Honeywell and, in such capacity, may be deemed to have voting and/or dispositive power with respect to the securities owned by Honeywell in the Company. Mr. Adamczyk expressly disclaims beneficial ownership of the shares held by Honeywell.

Remarks:

Darius Adamczyk, the Chief Executive Officer of Honeywell, was appointed to the board of directors of the Company as an appointee of Honeywell. As a result, Honeywell may be deemed to be a "director by deputization" of the Company for purposes of Section 16 of the Exchange Act.

	/s/ Darius Adamczyk	05/10/2021
	/s/ Anne T. Madden, Senior Vice President and General Counsel of Honeywell International Inc.	05/10/2021
	** Signature of Reporting Person	Date
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