Statement of Changes in Beneficial Ownership (4)
September 16 2019 - 5:04PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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GENERAL ELECTRIC CO |
2. Issuer Name and Ticker or Trading Symbol
Baker Hughes a GE Co
[
BHGE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
41 FARNSWORTH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/16/2019
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(Street)
BOSTON, MA 02210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class B Common Stock
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9/16/2019
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M
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23369778
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D
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(1)
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0
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D
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Class A Common Stock
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9/16/2019
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M
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23369778
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A
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(1)
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23369778
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D
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Class A Common Stock
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9/16/2019
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S
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23369778
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D
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$21.07
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0
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D
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Class B Common Stock
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9/16/2019
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M
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108880222
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D
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(1)
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389293095
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I
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See footnote (3)
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Class A Common Stock
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9/16/2019
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M
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108880222
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A
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(1)
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108880222
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I
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See footnote (3)
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Class A Common Stock
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9/16/2019
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S
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108880222
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D
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$21.07
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0
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I
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See footnote (3)
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Class B Common Stock
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9/16/2019
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D
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11865211
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D
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(2)
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377427884
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I
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See footnote (3)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Unit
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(1)
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9/16/2019
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M
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23369778
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(1)
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(1)
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Class A Common Stock
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23369778
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(4)
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0
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D
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Common Unit
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(1)
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9/16/2019
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M
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108880222
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(1)
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(1)
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Class A Common Stock
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108880222
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(4)
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389293095
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I
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See footnote (3)
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Common Unit
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(2)
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9/16/2019
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D
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11865211
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(2)
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(2)
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Class A Common Stock
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11865211
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(4)
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377427884
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I
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See footnote (3)
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Explanation of Responses:
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(1)
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Each share of Class B Common Stock, together with a Common Unit of Baker Hughes, a GE company, LLC ("BHGE LLC") (collectively, a "Paired Interest"), is exchangeable for a share of Class A Common Stock. On September 16, 2019, GE and certain wholly-owned subsidiaries completed the sale of 132,250,000 shares of Class A Common Stock (after the exchange of an equal number of Paired Interests into Class A Common Stock) in connection with a previously announced underwritten registered secondary offering of the Issuer's Class A Common Stock.
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(2)
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In connection with the previously announced repurchase agreement between the Reporting Person, BHGE LLC, and the Issuer, the Issuer has purchased for cash the Paired Interests reported as disposed of on these lines of this Form 4 and the price paid for each such Paired Interest was equal to $21.07 for each Paired Interest.
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(3)
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The Reporting Person holds these securities through wholly-owned subsidiaries.
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(4)
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The Paired Interests were acquired by the Reporting Person in connection with the transactions described in the prospectus filed by the Issuer on May 30, 2017 pursuant to Rule 424(b)(3).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GENERAL ELECTRIC CO 41 FARNSWORTH STREET BOSTON, MA 02210
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X
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X
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Signatures
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Christoph A. Pereira, Authorized Signatory
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9/16/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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 control number.
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