| 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 Transportation Systems Holdings Inc. [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/25/2019 | ||||||||||||||||||||||||||
| 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, par value $0.01 per share | 02/25/2019 | D | 1,462.8639(1) | D | (2) | 0 | D | |||
| Common Stock, par value $0.01 per share | 0(3) | I | 401(k) | |||||||
| 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 | ||||||||
| Explanation of Responses: |
| 1. Represents shares of common stock of the issuer received through a pro rata distribution to the stockholders of the issuer by General Electric Company ("GE"). |
| 2. Each share of common stock of the issuer was immediately converted into 0.005375 shares of common stock, par value $0.01 per share, of Westinghouse Air Brake Technologies Corporation ("Wabtec") (with a closing price per share of $78.06 on the transaction date as reported by the New York Stock Exchange), plus cash in lieu of any fractional share of Wabtec common stock, pursuant to the Agreement and Plan of Merger, dated as of May 20, 2018 and as amended January 25, 2019, among GE, the issuer, Wabtec and Wabtec US Rail Holdings, Inc. (the "Merger Agreement"). |
| 3. On the transaction date, as part of the pro rata distribution described in Footnote 1, the GE Retirement Savings Plan (the "Plan") received 8,792.9434 shares of common stock of the issuer with respect to shares of GE common stock held in the GE common stock fund under the Plan as of February 14, 2019 that are attributable to the reporting person's account under the Plan. Each such share of common stock of the issuer was immediately converted into 0.005375 shares of Wabtec common stock (with a closing price per share of $78.06 on the transaction date as reported by the New York Stock Exchange), plus cash in lieu of any fractional share of Wabtec common stock, pursuant to the Merger Agreement. |
| /s/ Thomas P. LaFrance, attorney-in-fact | 02/27/2019 | |
| ** 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. | ||
