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Form 4: Oaktree Entities Disposed of 5M Garrett Motion Shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Garrett Motion Inc. (GTX) Form 4 filings show multiple Oaktree-related entities reported a disposition of 5,000,000 shares of Common Stock on 08/20/2025 at a price of $12.42 per share. The filing states the reported securities were repurchased by the issuer. After the reported transaction, the group beneficially owned 31,894,816 shares on an indirect basis through several Oaktree-managed entities. The report is submitted jointly by several affiliated entities and disclaims direct beneficial ownership except for pecuniary interests. The filing reflects a coordinated transaction by multiple Oaktree vehicles and clarifies ownership is held indirectly by the listed funds and managers.

Positive

  • Issuer repurchase of 5,000,000 shares was executed, reducing outstanding shares held by the market.
  • Clear disclosure of indirect ownership and the aggregate post-transaction stake of 31,894,816 shares enhances transparency.

Negative

  • Disposition of 5,000,000 shares by the reporting group may be viewed negatively by some investors who monitor insider sales.
  • No explanation provided in the filing for the sale beyond stating the issuer repurchased the shares, leaving motivation unclear.

Insights

TL;DR: Oaktree-affiliated holders reported a 5,000,000-share disposition via issuer repurchase; group still holds ~31.9M shares indirectly.

The transaction was executed on 08/20/2025 at $12.42 per share and is reported as a sale by the reporting persons with the issuer repurchasing the shares. The filing consolidates multiple Oaktree-managed entities as reporting persons, indicating centralized portfolio management and indirect ownership. For investors, this is a material block transaction in absolute terms and clarifies the remaining indirect stake size; the filing contains no commentary on motives or future plans.

TL;DR: Multiple related reporting persons disclosed a coordinated disposition via an issuer repurchase; indirect ownership structure is emphasized.

The Form 4 highlights that the reported securities are held directly by several fund entities and may be deemed beneficially owned by their managers or general partners, including Oaktree Capital Holdings and Oaktree Capital Group Holdings GP. Each reporting person disclaims beneficial ownership except for pecuniary interest, which is standard for fund structures. The filing is procedural and does not indicate changes in control or management positions.

Insider Oaktree Capital Group Holdings GP, LLC, Oaktree Value Opportunities Fund Holdings, L.P., OCM Opps GTM Holdings, LLC, Oaktree Capital Holdings, LLC, Oaktree Phoenix Investment Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 5,000,000 shs ($62.10M)
Type Security Shares Price Value
Sale Common Stock 5,000,000 $12.42 $62.10M
Holdings After Transaction: Common Stock — 31,894,816 shares (Indirect, See Footnotes)
Footnotes (1)
  1. The reported securities were repurchased by the Issuer. The reported securities are directly held by Oaktree Value Opportunities Fund Holdings, L.P., OCM Opps GTM Holdings LLC, Oaktree Phoenix Investment Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. (collectively, the "Direct Holders"), which securities may be deemed beneficially owned by the direct and indirect managers or general partners of the Direct Holders including Oaktree Capital Holdings, LLC and Oaktree Capital Group Holdings GP, LLC. Each Reporting Person expressly disclaims beneficial ownership of the reported securities except of such Reporting Person's pecuniary interest therein.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings GP, LLC
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc. [ GTX,GTXAP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/20/2025 S 5,000,000(1) D $12.42 31,894,816 I See Footnotes(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings GP, LLC
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Value Opportunities Fund Holdings, L.P.
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OCM Opps GTM Holdings, LLC
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Capital Holdings, LLC
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Phoenix Investment Fund, L.P.
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The reported securities were repurchased by the Issuer.
2. The reported securities are directly held by Oaktree Value Opportunities Fund Holdings, L.P., OCM Opps GTM Holdings LLC, Oaktree Phoenix Investment Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. (collectively, the "Direct Holders"), which securities may be deemed beneficially owned by the direct and indirect managers or general partners of the Direct Holders including Oaktree Capital Holdings, LLC and Oaktree Capital Group Holdings GP, LLC.
3. Each Reporting Person expressly disclaims beneficial ownership of the reported securities except of such Reporting Person's pecuniary interest therein.
/s/ See Signatures Included in Exhibit 99.1 08/21/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR