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 |
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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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BAKER HUGHES a GE Co LLC [ BHI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/03/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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, $1.00 Par Value | 06/19/2017 | A(1) | 104.4452 | A | $47.872 | 47,119.6422 | D | |||
| Common Stock, $1.00 Par Value | 07/03/2017 | D | 47,119.6422(2) | D | $0(2) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $62.32 | 07/03/2017 | D | 12,200 | (3) | 01/26/2021 | Common Stock, $1.00 Par Value | 12,200 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $77 | 07/03/2017 | D | 9,900 | (3) | 07/19/2021 | Common Stock, $1.00 Par Value | 9,900 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $39.3 | 07/03/2017 | D | 8,465 | (3) | 07/16/2022 | Common Stock, $1.00 Par Value | 8,465 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $45.21 | 07/03/2017 | D | 8,020 | (3) | 01/24/2023 | Common Stock, $1.00 Par Value | 8,020 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $47.75 | 07/03/2017 | D | 15,192 | (3) | 07/24/2023 | Common Stock, $1.00 Par Value | 15,192 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $56.73 | 07/03/2017 | D | 14,753 | (3) | 01/22/2024 | Common Stock, $1.00 Par Value | 14,753 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $72.7 | 07/03/2017 | D | 17,277 | (3) | 07/14/2024 | Common Stock, $1.00 Par Value | 17,277 | (3) | 0 | D | ||||
| Restricted Stock Units | (4) | 07/03/2017 | D | 13,040 | (4) | (4) | Common Stock, $1.00 Par Value | 13,040 | (4) | 0 | D | ||||
| Restricted Stock Units | (4) | 07/03/2017 | D | 39,813 | (4) | (4) | Common Stock, $1.00 Par Value | 39,813 | (4) | 0 | D | ||||
| Restricted Stock Units | (4) | 07/03/2017 | D | 20,945 | (4) | (4) | Common Stock, $1.00 Par Value | 20,945 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Acquisition under Employee Stock Purchase Plan exempt from Section 16 of the Securities Exchange Act of 1934 by Rule 16b-3. |
| 2. On the closing date (the "Closing Date") of the transactions contemplated by the Transaction Agreement and Plan of Merger, dated as of October 30, 2016, among General Electric Company, a New York corporation, Baker Hughes Incorporated, a Delaware corporation ("BHI"), the Issuer and certain subsidiaries of BHI, as amended by that certain Amendment to Transaction Agreement and Plan of Merger dated as of March 27, 2017 (the "Transaction Agreement"), each outstanding share of common stock of the Issuer ("BHI Common Stock"), whether restricted or unrestricted, was cancelled and converted into the right to receive (a) one share of Class A common stock of Baker Hughes, a GE Company ("BHGE Common Stock") and (b) a special one-time cash dividend of $17.50 per share of BHGE Common Stock (the "Special Dividend"). |
| 3. Pursuant to the Transaction Agreement, on the Closing Date, each outstanding option to purchase shares of BHI Common Stock (each, a "BHI Option"), whether or not exercisable, was cancelled and converted into a fully exercisable option to purchase an equal number of shares of BHGE Common Stock, with a per share exercise price equal to the per share exercise price of such BHI Option less $17.50 to reflect the Special Dividend, and otherwise with the same terms and conditions as applied to such BHI Option immediately prior to the Closing Date. |
| 4. Prior to the Closing Date, each restricted stock unit represented a contingent right to one share of BHI Common Stock (each, a "BHI RSU"). Pursuant to the Transaction Agreement, on the Closing Date, each outstanding BHI RSU was cancelled and converted into a restricted stock unit with respect to a share of BHGE Common Stock, with the same terms and conditions as applied to such BHI RSU immediately prior to the Closing Date (including the right with respect to the Special Dividend). |
| /s/Lee Whitley, Attorney-in-Fact | 07/03/2017 | |
| ** 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. | ||