GE Vernova (GEV) Form 4 GE Vernova / STEPHEN F ANGEL 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^*

ANGEL STEPHEN F

(Last) (First) (Middle)

58 CHARLES STREET

(Street)

CAMBRIDGE MA 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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share	04/02/2024		A		1,284(1)	A	(1)	1,284	D
Common stock, par value $0.01 per share	04/02/2024		A		303(1)	A	(1)	303	I	By trust
Common stock, par value $0.01 per share	04/02/2024		A		1,177(1)	A	(1)	1,177	I	By IRA

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Fee Phantom Stock Units	(2)	04/02/2024		A		1,600		(3)	(3)	Common stock, par value $0.01 per share	1,600	(1)	1,600	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. Each unit of phantom stock is the economic equivalent of one share of GE Vernova common stock.

3. Represents an award of phantom stock with respect to common stock of GE Vernova 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 in connection with service as a director of GE. Each award is payable beginning one year after termination of service as a director of the reporting person. This transaction is voluntarily reported notwithstanding the exemption provided by Rule 16a-9.

	/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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