Statement of Changes in Beneficial Ownership (4)
January 05 2023 - 05:07PM
Edgar (US Regulatory)
FORM 4
[ ] 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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * GARDEN EDWARD P |
2. Issuer Name and Ticker or Trading
Symbol GENERAL ELECTRIC CO [ GE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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(Last)
(First)
(Middle)
223 SUNSET AVENUE |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/3/2023
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(Street)
PALM BEACH, FL 33480
(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) ___
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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, par value $0.01 per
share |
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|
|
|
|
|
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4016414 |
I |
Please see explanation below (1)(2) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Deferred Fee Phantom Stock
Units (3) |
(4) |
10/1/2022 |
|
A |
|
546 |
|
(5) |
(5) |
Common Stock |
546 |
$82.41 |
12078 |
D |
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Explanation of
Responses: |
(1) |
Trian Fund Management, L.P.
("Trian Management") serves as the management company for Trian SPV
(Sub) X, L.P. ("Trian SPV X") and as such determines the investment
and voting decisions of Trian SPV X with respect to the shares of
the Issuer held by Trian SPV X. Mr. Garden is a member of Trian
Fund Management GP, LLC, which is the general partner of Trian
Management, and therefore is in a position to determine the
investment and voting decisions made by and on behalf of Trian SPV
X. Accordingly, Mr. Garden and Trian Management may be deemed to
indirectly beneficially own (as that term is defined in Rule 13d-3
under the Securities Exchange Act of 1934) the shares beneficially
owned by Trian SPV X. |
(2) |
(FN 1, contd.) The Reporting
Persons disclaim beneficial ownership of such shares except to the
extent of its respective pecuniary interests therein and this
report shall not be deemed an admission that the Reporting Persons
are the beneficial owner of such securities for purposes of Section
16 or for any other purpose. Mr. Garden is a director of the
Issuer. |
(3) |
Acquired at a price of
$82.41 per unit pursuant to the terms of the 2022 Long-Term
Incentive Plan. |
(4) |
Each unit of phantom stock
is the economic equivalent of one share of the Issuer's common
stock. |
(5) |
Payable beginning one year
after termination of service as a director. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
GARDEN EDWARD P
223 SUNSET AVENUE
PALM BEACH, FL 33480 |
X |
|
|
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TRIAN FUND MANAGEMENT, L.P.
280 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10017 |
X |
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Signatures
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/s/ Daniel R. Marx, Attorney-In-Fact for Edward
P. Garden |
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1/5/2023 |
**Signature of Reporting
Person |
Date |
/s/ Daniel R. Marx, Attorney-In-Fact for Trian
Fund Management, L.P. |
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1/5/2023 |
**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 control number. |
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