Exhibit 107
Calculation of Filing Fee Tables
FORM S-3
(Form Type)
Garrett Motion Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price(2)(3) |
Fee Rate |
Amount of Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid In Connection With Unsold Securities to be Carried Forward | |||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
| Fees to be Paid |
Equity | Common stock, par value $0.001 per share |
457(a) and 457(o) | 138,436,618 | $8.29(4) | $1,147,639,563.22 | $147.60 per $1,000,000 | $169,391.60 | ||||||||||||||||
| Total Offering Amounts | $1,147,639,563.22 | $169,391.60 | ||||||||||||||||||||||
| Total Fees Previously Paid | $0 | |||||||||||||||||||||||
| Total Fee Offsets | $134,608.78(5) | |||||||||||||||||||||||
| Net Fee Due | $34,782.82 | |||||||||||||||||||||||
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereby include such indeterminate number of additional securities as may be issued in connection with anti-dilution provisions or stock splits, stock dividends, recapitalizations or similar events. |
| (2) | Estimated pursuant to Rule 457(c) under the Securities Act solely for the purpose of calculating the registration fee. |
| (3) | The proposed maximum aggregate offering price per share of the registrant’s common stock, par value $0.001 per share (the “Common Stock”) was calculated based upon the average of the high ($8.34) and low ($8.23) prices per share of the Common Stock on February 9, 2024, as reported by Nasdaq Global Select Market on February 9, 2024. |
| (4) | With respect to the offering of shares of Common Stock by the selling security holders, the proposed maximum offering price per share of Common Stock will be determined from time to time in connection with, and at the time of the sale by, the holder of such Common Stock. |
| (5) | Represents the total of the fee offsets claimed pursuant to Rule 457(p) under the Securities Act for the portion of registration fee previously paid with respect to unsold securities, as set forth in Table 2. The registrant has terminated the offerings related to the unsold securities associated with the claimed offset. |
Table 2: Fee Offset Claims and Sources
| Registrant or Filer Name |
Form or Filing Type |
File Number | Initial Filing Date | Filing Date | Fee Offset Claimed |
Security Type Associated with Fee Offset Claimed |
Security Title Associated with Fee Offset Claimed |
Unsold with Fee Offset Claimed |
Unsold Aggregate Offering
Amount with Fee Offset Claimed |
Fee Paid with Fee Offset Source | ||||||||||||
| Rule 457(p) | ||||||||||||||||||||||
| Fee Offset Claims | Garrett Motion Inc. | Form S-1 | 333-256659 | May 28, 2021 | $10,331.39 | Equity | Common Stock, par value $0.001 per share |
14,568,699 | $94,696,543.50 | $36,548.90(2) | ||||||||||||
| Fee Offset Claims | Garrett Motion Inc. | Form S-1 | 333-256659 | May 28, 2021 | $124,277.39 | Equity | Common Stock, par value $0.001 per share, issuable upon conversion of Series A Cumulative Convertible Preferred Stock |
175,248,376 | $1,139,114,444.00 | $171,767.47(3) | ||||||||||||
| Fee Offset Sources | Garrett Motion Inc. | Form S-1 | 333-256659 | May 28, 2021 | $208,316.37 | |||||||||||||||||
| (1) | The registrant has terminated the offering that included the unsold securities under the prior registration statement. |
| (2) | Fee of $36,548.90 was paid in connection with initial filing was calculated in accordance with Rule 457(c) under the Securities Act, based upon the average of the high and low prices per share of the Common Stock on May 21, 2021, as reported by Nasdaq Global Select Market on May 21, 2021, in connection with the registration of 51,539,021 shares of the Common Stock, of which, 14,568,699 shares of Common Stock remain unsold. Pursuant to Rule 457(p) the remaining fee amount of $10,331.39 pertaining to the unsold securities is available and being used to offset the fee due in connection with the filing of this Registration Statement. |
| (3) | Fee of $171,767.47 was paid in connection with initial filing and was calculated in accordance with Rule 457(c) under the Securities Act, based upon the average of the high and low prices per share of Common Stock on May 21, 2021, as reported by Nasdaq Global Select Market on May 21, 2021, in connection with the registration of 242,215,992 shares of the registrant’s Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), which was convertible into Common Stock. Pursuant to Rule 457(i) under the Securities Act. No additional fee was paid for the registration of the 242,215,992 shares of Common Stock into which an equal number of shares of Series A Preferred Stock was convertible, of which, 175,248,376 shares of Common Stock remain unsold. Pursuant to Rule 457(p) the remaining fee amount of $124,277.39 pertaining to the unsold securities is available and being used to offset the fee due in connection with the filing of this Registration Statement. |