FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 07/03/2017 |
3. Issuer Name and Ticker or Trading Symbol
Baker Hughes a GE Co [ BHGE ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class B Common Stock(1) | 129,889,088.15 | D | |
Class B Common Stock(1) | 587,221,633.85 | I | See footnote(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Common Unit | (1) | (1) | Class A common stock | 129,889,088.15 | (1) | D | |
Common Unit | (1) | (1) | Class A common stock | 587,221,633.85 | (1) | I | See footnote(2) |
Explanation of Responses: |
1. Each share of Class B common stock, together with a Common Unit of Baker Hughes, a GE company, LLC ("BHGE LLC"), is convertible into a share of Class A common stock of the Issuer pursuant to the Exchange Agreement, dated as of July 3, 2017, among the Reporting Person, the Issuer and BHGE LLC. As of the date of this report, the Reporting Person beneficially owns more than 10% of the Class A common stock of the Issuer on an as converted basis. |
2. The Reporting Person holds these securities through wholly-owned subsidiaries. |
Remarks: |
Pursuant to the Stockholders Agreement, dated as of July 3, 2017, between the Reporting Person and the Issuer, the Reporting Person has certain rights to designate, and has designated, directors of the Issuer effective following the consummation of the transactions contemplated by the Transaction Agreement and Plan of Merger, dated as of October 30, 2016, among the Reporting Person, 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. |
/s/ Christoph A. Pereira, Vice President, Chief Corporate, Securities and Finance Counsel on behalf of General Electric Company | 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 5 (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. |