Scott Strazik Form 4 GE Vernova / Scott Strazik ownership change

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^*

Strazik Scott

(Last)

(First)

(Middle)

58 CHARLES STREET

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GE Vernova Inc. [ GEV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and Director

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01 per share	04/02/2024		A		27,999⁽¹⁾	A	⁽¹⁾	27,999	D
Common stock, par value $0.01 per share	04/02/2024		A		2,388⁽¹⁾	A	⁽¹⁾	2,388	I	By 401(k)
Common stock, par value $0.01 per share	04/02/2024		A		1,306⁽¹⁾	A	⁽¹⁾	1,306	I	By spouse's 401(k)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$132	04/02/2024		A		14,832		⁽²⁾	09/05/2024	Common stock, par value $0.01 per share	14,832	⁽¹⁾	14,832	D
Employee Stock Option (right to buy)	$126.21	04/02/2024		A		17,798		⁽²⁾	09/11/2025	Common stock, par value $0.01 per share	17,798	⁽¹⁾	17,798	D
Employee Stock Option (right to buy)	$149.78	04/02/2024		A		21,754		⁽²⁾	09/30/2026	Common stock, par value $0.01 per share	21,754	⁽¹⁾	21,754	D
Employee Stock Option (right to buy)	$92.13	04/02/2024		A		22,742		⁽²⁾	11/17/2027	Common stock, par value $0.01 per share	22,742	⁽¹⁾	22,742	D
Employee Stock Option (right to buy)	$82.34	04/02/2024		A		24,719		⁽²⁾	01/29/2028	Common stock, par value $0.01 per share	24,719	⁽¹⁾	24,719	D
Employee Stock Option (right to buy)	$68.98	04/02/2024		A		44,119		⁽²⁾	03/01/2031	Common stock, par value $0.01 per share	44,119	⁽¹⁾	44,119	D
Employee Stock Option (right to buy)	$60.73	04/02/2024		A		68,478		⁽³⁾	03/01/2032	Common stock, par value $0.01 per share	68,478	⁽¹⁾	68,478	D
Employee Stock Option (right to buy)	$67.75	04/02/2024		A		66,558		⁽⁴⁾	03/01/2033	Common stock, par value $0.01 per share	66,558	⁽¹⁾	66,558	D
Restricted Stock Units	⁽⁵⁾	04/02/2024		A		73,337		⁽⁶⁾	⁽⁶⁾	Common stock, par value $0.01 per share	73,337	⁽¹⁾	73,337	D
Restricted Stock Units	⁽⁵⁾	04/02/2024		A		7,845		⁽⁷⁾	⁽⁷⁾	Common stock, par value $0.01 per share	7,845	⁽¹⁾	7,845	D
Restricted Stock Units	⁽⁵⁾	04/02/2024		A		17,991		⁽⁸⁾	⁽⁸⁾	Common stock, par value $0.01 per share	17,991	⁽¹⁾	17,991	D
Restricted Stock Units	⁽⁵⁾	04/02/2024		A		67,270		⁽⁹⁾	⁽⁹⁾	Common stock, par value $0.01 per share	67,270	⁽¹⁾	67,270	D

Explanation of Responses:

1. The transactions reported herein are the result of the consummation on April 2, 2024 of the distribution of all of the shares of common stock of GE Vernova Inc. ("GE Vernova") by General Electric Company ("GE") to holders of GE common stock on a pro rata basis (the "Spin-Off"). These transactions are voluntarily reported notwithstanding the exemption provided by Rule 16a-9.

2. Represents an award of an employee stock option with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, which are fully exercisable.

3. Represents an award of an employee stock option with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, of which 50% are exercisable and 50% will become exercisable on March 1, 2025.

4. Represents an award of an employee stock option with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, of which 50% will become exercisable on March 1, 2025 and 50% will become exercisable on March 1, 2026.

5. Each restricted stock unit represents the right to receive, at settlement, one share of GE Vernova common stock.

6. Represents an award of restricted stock units with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, which will vest on September 3, 2024.

7. Represents an award of restricted stock units with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, which will vest on March 1, 2025.

8. Represents an award of restricted stock units with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, of which 50% will vest on March 1, 2025 and 50% will vest on March 1, 2026.

9. Represents an award of restricted stock units with respect to GE Vernova common stock that resulted from the conversion of certain performance-based equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, which will vest in full on March 1, 2026. The performance criteria for these equity incentive awards have been certified in connection with the Spin-Off by GE's Management Development & Compensation Committee.

	/s/ Richmond Glasgow, VP, Chief Corporate Counsel & Deputy Secretary, as attorney-in-fact	04/04/2024
	** Signature of Reporting Person	Date
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Scott Strazik Form 4GE Vernova / Scott Strazik ownership change