BAKER HUGHES a GE Form 4 / WILLIAM D MARSH 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^*

MARSH WILLIAM D

(Last)

(First)

(Middle)

17021 ALDINE WESTFIELD ROAD

(Street)

HOUSTON

77073

(City)

(State)

(Zip)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, General Counsel

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)

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, $1.00 Par Value	06/19/2017		A⁽¹⁾		104.4452	A	$47.872	15,050.1058	D
Common Stock, $1.00 Par Value	07/03/2017		D		15,050.1058⁽²⁾	D	$0⁽²⁾	0	D

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)
Stock Option (Right to Buy)	$82.28	07/03/2017		D			1,006	⁽³⁾	07/24/2017	Common Stock, $1.00 Par Value	1,006	⁽³⁾	0	D
Stock Option (Right to Buy)	$69.92	07/03/2017		D			995	⁽³⁾	01/23/2018	Common Stock, $1.00 Par Value	995	⁽³⁾	0	D
Stock Option (Right to Buy)	$77.2	07/03/2017		D			923	⁽³⁾	08/11/2018	Common Stock, $1.00 Par Value	923	⁽³⁾	0	D
Stock Option (Right to Buy)	$39.52	07/03/2017		D			1,242	⁽³⁾	07/22/2019	Common Stock, $1.00 Par Value	1,242	⁽³⁾	0	D
Stock Option (Right to Buy)	$47.28	07/03/2017		D			1,542	⁽³⁾	01/19/2020	Common Stock, $1.00 Par Value	1,542	⁽³⁾	0	D
Stock Option (Right to Buy)	$49.17	07/03/2017		D			3,200	⁽³⁾	07/21/2020	Common Stock, $1.00 Par Value	3,200	⁽³⁾	0	D
Stock Option (Right to Buy)	$62.32	07/03/2017		D			3,590	⁽³⁾	01/26/2021	Common Stock, $1.00 Par Value	3,590	⁽³⁾	0	D
Stock Option (Right to Buy)	$77	07/03/2017		D			2,910	⁽³⁾	07/19/2021	Common Stock, $1.00 Par Value	2,910	⁽³⁾	0	D
Stock Option (Right to Buy)	$47.44	07/03/2017		D			1,929	⁽³⁾	01/25/2022	Common Stock, $1.00 Par Value	1,929	⁽³⁾	0	D
Stock Option (Right to Buy)	$39.3	07/03/2017		D			4,372	⁽³⁾	07/16/2022	Common Stock, $1.00 Par Value	4,372	⁽³⁾	0	D
Stock Option (Right to Buy)	$45.21	07/03/2017		D			6,698	⁽³⁾	01/24/2023	Common Stock, $1.00 Par Value	6,698	⁽³⁾	0	D
Stock Option (Right to Buy)	$56.73	07/03/2017		D			5,608	⁽³⁾	01/22/2024	Common Stock, $1.00 Par Value	5,608	⁽³⁾	0	D
Stock Option (Right to Buy)	$72.7	07/03/2017		D			4,378	⁽³⁾	07/14/2024	Common Stock, $1.00 Par Value	4,378	⁽³⁾	0	D
Restricted Stock Units	⁽⁴⁾	07/03/2017		D			3,493	⁽⁴⁾	⁽⁴⁾	Common Stock, $1.00 Par Value	3,493	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	07/03/2017		D			10,090	⁽⁴⁾	⁽⁴⁾	Common Stock, $1.00 Par Value	10,090	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	07/03/2017		D			12,500	⁽⁴⁾	⁽⁴⁾	Common Stock, $1.00 Par Value	12,500	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	07/03/2017		D			15,136	⁽⁴⁾	⁽⁴⁾	Common Stock, $1.00 Par Value	15,136	⁽⁴⁾	0	D
Stock Option (Right to Buy)	$47.75	07/03/2017		D			11,498	⁽³⁾	07/24/2023	Common Stock, $1.00 Par Value	11,498	⁽³⁾	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
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BAKER HUGHES a GE (BHI) Form 4BAKER HUGHES a GE / WILLIAM D MARSH ownership change