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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
Baker Hughes, a GE company
(Name of Issuer)
 
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
 
05722G 100
(CUSIP Number)
 
Christoph A. Pereira
Vice President, Chief Risk Officer and Chief Corporate Counsel
General Electric Company
41 Farnsworth Street
Boston, Massachusetts 02210
617-443-2952
 
With a Copy to:
 
John A. Marzulli, Jr.
Rory O’Halloran
Waajid Siddiqui
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022-6069
212-848-4000
(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
June 27, 2019
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ⬜.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
CUSIP No.  05722G 100
   SCHEDULE 13D
Page 2 of 10 Pages
         
1
NAME OF REPORTING PERSONS
 
General Electric Company
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
23,369,778
8
SHARED VOTING POWER
 
498,173,317
9
SOLE DISPOSITIVE POWER
 
23,369,778
10
SHARED DISPOSITIVE POWER
 
498,173,317
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
521,543,095
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
50.3%(1)
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 

(1)          Based on 515,558,511 shares of Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), of Baker Hughes, a GE company, a Delaware corporation (“BHGE” or the “Issuer”), outstanding as of April 23, 2019, and 521,543,095 shares of Class B Common Stock, $0.0001 par value per share (“Class B Common Stock”), of BHGE, outstanding as of April 23, 2019.
 
 

 
 
CUSIP No.  05722G 100
   SCHEDULE 13D
Page 3 of 10 Pages
         
1
NAME OF REPORTING PERSONS
 
GE Investments, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
5,403,956
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
5,403,956
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,403,956
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.5%(1)
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 

 
(1)          Based on 515,558,511 shares of Class A Common Stock, $0.0001 par value per share, of BHGE, outstanding as of April 23, 2019, and 521,543,095 shares of Class B Common Stock, $0.0001 par value per share, of BHGE, outstanding as of April 23, 2019.
 
 
 
CUSIP No.  05722G 100
   SCHEDULE 13D
Page 4 of 10 Pages
         
1
NAME OF REPORTING PERSONS
 
GE Oil & Gas US Holdings IV, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
48,896,204
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
48,896,204
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
48,896,204
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.7%(1)
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
(1)          Based on 515,558,511 shares of Class A Common Stock, $0.0001 par value per share, of BHGE, outstanding as of April 23, 2019, and 521,543,095 shares of Class B Common Stock, $0.0001 par value per share, of BHGE, outstanding as of April 23, 2019.
 

 
 
CUSIP No.  05722G 100
   SCHEDULE 13D
Page 5 of 10 Pages
         
1
NAME OF REPORTING PERSONS
 
GE Holdings (US), Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
5,403,956
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
5,403,956
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,403,956
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.5%(1)
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
(1)          Based on 515,558,511 shares of Class A Common Stock, $0.0001 par value per share, of BHGE, outstanding as of April 23, 2019, and 521,543,095 shares of Class B Common Stock, $0.0001 par value per share, of BHGE, outstanding as of April 23, 2019.
 
 
 
CUSIP No.  05722G 100
   SCHEDULE 13D
Page 6 of 10 Pages
         
1
NAME OF REPORTING PERSONS
 
GE Oil & Gas US Holdings I, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
443,873,157
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
443,873,157
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
443,873,157
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.8%(1)
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
(1)          Based on 515,558,511 shares of Class A Common Stock, $0.0001 par value per share, of BHGE, outstanding as of April 23, 2019, and 521,543,095 shares of Class B Common Stock, $0.0001 par value per share, of BHGE, outstanding as of April 23, 2019.
 
This Amendment No. 5 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 13, 2017 (the “Original Schedule 13D”), Amendment No. 1 to Schedule 13D filed by the Reporting Persons on March 30, 2018 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed by the Reporting Persons on June 27, 2018 (“Amendment No. 2”), Amendment No. 3 to Schedule 13D filed by the Reporting Persons on November 13, 2018 (“Amendment No. 3”) and Amendment No. 4 to Schedule 13D filed by the Reporting Persons on November 19, 2018 (together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Amended Schedule 13D”) with respect to the Class A Common Stock of the Issuer.  Capitalized terms used in this Amendment and not otherwise defined in this Amendment have the same meanings ascribed to them in the Amended Schedule 13D.  Unless specifically amended hereby, the disclosure set forth in the Amended Schedule 13D remains unchanged.
 
Item2. 
Identify and Background.
 
Schedules I-V to Item 2 of the Amended Schedule 13D are hereby amended and restated in their entirety as set forth in Schedules I-V attached hereto.
 
Item 4.
Purpose of Transaction.
 
Item 4 of the Amended Schedule 13D is hereby supplemented by adding the following:
 
“On June 27, 2019, GE executed an action by written consent of stockholders (the “Written Consent”) approving in advance any issuance or issuances from time to time of securities of BHGE to any of the Reporting Persons in connection with the exercise of the Existing GE Purchase Rights (as defined below) that may require prior stockholder approval under the rules and regulations of the NYSE (the “NYSE Rules”) in the event GE is deemed a “Related Party” under such rules and regulations, and delivered the Written Consent to BHGE together with a request that BHGE deliver to stockholders the notice of such action required under Section 228(e) of the General Corporation Law of the State of Delaware.  Under the Stockholders Agreement (as amended and restated on November 13, 2018 and amended from time to time thereafter in accordance with the terms thereof) the Reporting Persons have the existing right to purchase their pro rata portion of any securities of BHGE (other than certain excluded securities) that BHGE proposes to issue or sell, as further described in Item 6 below (“Preemptive Rights”).  In addition, under the BHGE LLC Agreement, the Reporting Persons have the existing right to purchase Paired Interests from BHGE and BHGE LLC in certain circumstances, as further described in Item 6 below, including in connection with the issuance of shares of Class A Common Stock under an equity incentive or similar plan, and where the Reporting Persons are permitted under the terms of the Stockholders Agreement to purchase additional shares of Class A Common Stock (together with the Preemptive Rights, the “Existing GE Purchase Rights”).
 
Since the November 2018 Secondary Offering and Repurchase, GE’s interest in BHGE has been reduced through ordinary course vesting and exercise of BHGE equity incentive awards from approximately 50.4% to approximately 50.3%.  GE executed the Written Consent in order to ensure the ability of the Reporting Persons to exercise the Existing GE Purchase Rights to maintain GE’s ownership of a majority of the voting power of BHGE until GE takes steps to further advance its previously stated intention of separating its interest in BHGE from GE.  GE’s previously stated intent to separate its interest in BHGE in an orderly manner over time remains unchanged.  As described in Item 6 below, GE has the power to unilaterally provide any stockholder approval required under the NYSE Rules in connection with the issuance of securities of BHGE to GE.
 
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the cover letter sent by GE to BHGE filed as Exhibit 99.13 hereto, as well as the full text of the written consent enclosed with the cover letter and filed as Exhibit 99.14 hereto, each of which is incorporated by reference in its entirety into this Item 4.
 
The foregoing is not intended to limit the matters previously disclosed in Item 4 of the Amended Schedule 13D.”
 
Item 5.
Interest in Securities of the Issuer.
 
Section (a) of Item 5 of the Amended Schedule 13D is hereby amended as follows:
 
The first paragraph under Section (a) of Item 5 of the Amended Schedule 13D is hereby amended and restated in its entirety as follows:
 
“(a)          Based on the most recent information available, the aggregate number and percentage of the Class A Common Stock (the securities identified pursuant to Item 1 of this Amendment) that are beneficially owned by each of the Reporting Persons as of the date of the Amendment is set forth in boxes (11) and (13) of the cover pages to this Amendment for each of the Reporting Persons, and such information is incorporated herein by reference.  The percentages reported herein are calculated based upon, as of April 23, 2019, 521,543,095 shares of Class B Common Stock and 515,558,511 shares of Class A Common Stock outstanding and, assuming the exchange of all Paired Interests into Class A Common Stock, a total of 1,037,101,606 shares of Class A Common Stock on a fully exchanged basis.”
 
The second paragraph under Section (a) of Item 5 of the Amended Schedule 13D is hereby amended to add the following:
 
“•
Paula Rosput Reynolds, Director, General Electric Company, holds 1,000 shares of Class A Common Stock.
 
•
L. Kevin Cox, Senior Vice President, General Electric Company, holds 3 shares of Class A Common Stock.”
 
The references to shares of Class A Common Stock held by W. Geoffrey Beattie and James J. Mulva are hereby deleted.
 
Item 7.
Materials to be Filed as Exhibits.
 
Exhibit No.
Description
 
Exhibit 99.1
Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13-D filed by the Reporting Person on July 13, 2017)
 
Exhibit 99.2
Transaction Agreement and Plan of Merger, dated as of October 30, 2016, among General Electric Company, Baker Hughes Incorporated, Bear Newco, Inc. and Bear MergerSub, Inc. (incorporated by reference to Annex A to Baker Hughes, a GE company’s Registration Statement on Form S-4 declared effective on May 30, 2017)
 
Exhibit 99.3
Amendment, dated as of March 27, 2017, to the Transaction Agreement and Plan of Merger, dated as of October 30, 2016, among General Electric Company, Baker Hughes Incorporated, Bear Newco, Inc., Bear MergerSub, Inc., BHI Newco, Inc. and Bear MergerSub 2, Inc. (incorporated by reference to Annex A-II to Baker Hughes, a GE company’s Registration Statement on Form S-4 declared effective on May 30, 2017)
 
Exhibit 99.4
Amended and Restated Stockholders Agreement, dated as of November 13, 2018, between General Electric Company and the Issuer (incorporated by reference to Exhibit 10.4 to Baker Hughes, a GE company’s Form 8-K filed on November 13, 2018 (SEC Accession No. 0000950103-18-013305))
 
Exhibit 99.5
Amended and Restated Limited Liability Company Agreement, dated as of July 3, 2017, among the Reporting Persons, EHHC NewCo, LLC, CFC Holdings, LLC and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.4 to Baker Hughes, a GE company’s Form 8-K filed on July 3, 2017)
 
Exhibit 99.6
Exchange Agreement, dated as of July 3, 2017, among the Reporting Persons, the Issuer and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.3 to Baker Hughes, a GE company’s Form 8-K filed on July 3, 2017)
 
Exhibit 99.7
Registration Rights Agreement, dated as of July 3, 2017, between General Electric Company and the Issuer (incorporated by reference to Exhibit 10.2 to Baker Hughes, a GE company’s Form 8-K filed on July 3, 2017)
 
Exhibit 99.8
Tax Matters Agreement, dated as of July 3, 2017, among General Electric Company, EHHC NewCo, LLC, Baker Hughes, a GE company, LLC and the Issuer (incorporated by reference to Exhibit 10.5 to Baker Hughes, a GE company’s Form 8-K filed on July 3, 2017), as clarified by the Tax Matters Agreement Term Sheet, dated as of November 13, 2018, among General Electric Company, EHHC NewCo, LLC, Baker Hughes, a GE company, LLC and the Issuer and attached as an exhibit to the Master Agreement
 
Exhibit 99.9
Master Agreement, dated November 13, 2018, between General Electric Company, the Issuer and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.1 to Baker Hughes, a GE company’s Form 8-K filed on November 13, 2018 (SEC Accession No. 0000950103-18-013305))
 
Exhibit 99.10
Equity Repurchase Agreement, dated November 13, 2018, between General Electric Company, the Issuer and Baker Hughes, a GE company, LLC (incorporated by reference to Exhibit 10.1 to Baker Hughes, a GE company’s Form 8-K filed on November 13, 2018 (SEC Accession No. 0000950103-18-013306))
 
Exhibit 99.11
Underwriting Agreement, dated November 14, 2018, between General Electric Company, the Issuer, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto (incorporated by reference to Exhibit 1.1 to Baker Hughes, a GE company’s Form 8-K filed on November 16, 2018)
 
Exhibit 99.12
Lock-Up Agreement, dated November 14, 2018, between General Electric Company, the Issuer, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto (incorporated by reference to Exhibit 99.12 to the Amendment No. 4 to Schedule 13D filed by the Reporting Persons on November 19, 2018)

Exhibit 99.13
Letter from General Electric Company to the Issuer, dated June 27, 2019 (filed herewith)
 
Exhibit 99.14
Action by Written Consent of Stockholders of the Issuer, dated June 27, 2019 (filed herewith)
 






 
SIGNATURES
 
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  June 28, 2019
 

 
 GENERAL ELECTRIC COMPANY
 
 
 
 
 
 
 
 
 
 
 By:
 /s/ Christoph A. Pereira
 
 
 Name: Christoph A. Pereira
 
 
 Title: Vice President, Chief Risk Officer and Chief Corporate Counsel
 
 
 
 
 
 
 GE INVESTMENTS, LLC
 
 
 
 
 
 
 
 
 
 
 By:
 /s/ Victoria Vron
 
 
 Name: Victoria Vron
 
 
 Title: Vice President & Secretary
 
       
  GE OIL & GAS US HOLDINGS IV, INC.  
       
       
  By:  /s/ Victoria Vron  
  Name: Victoria Vron  
  Title: Vice President & Secretary  
       
  GE HOLDINGS (US), INC.  
       
       
  By:  /s/ Victoria Vron  
  Name: Victoria Vron  
  Title: Vice President & Secretary  
       
  GE OIL & GAS US HOLDINGS I, INC.  
       
       
  By:  /s/ Victoria Vron  
  Name: Victoria Vron  
  Title: Vice President & Secretary  
 
  SCHEDULE I       

DIRECTORS AND EXECUTIVE OFFICERS OF
GENERAL ELECTRIC COMPANY



The following table sets forth certain information with respect to the directors and executive officers of General Electric Company.  The business address of each director and executive officer of General Electric Company is 41 Farnsworth Street, Boston, Massachusetts 02210.
 
Name
Present Principal Occupation or Employment
Citizenship
Sébastien M. Bazin
(Director)
Chairman and CEO of AccorHotels
Paris, France
France
H. Lawrence Culp, Jr.
(Director)
Chairman of the Board and Chief Executive Officer, General Electric Company
Boston, Massachusetts
United States
Francisco D’Souza
(Director)
Executive Vice Chair, Cognizant Technology Solutions Corporation
Teaneck, New Jersey
United States
Edward P. Garden
(Director)
Chief Investment Officer and Founding Partner, Trian Fund Management
New York, New York
United States
Thomas W. Horton
(Lead Director)
Partner, Global Infrastructure Partners
New York, New York
United States
Risa Lavizzo-Mourey
(Director)
Former President and CEO, Robert Wood Johnson Foundation
Princeton, New Jersey
United States
Catherine Lesjak
(Director)
Former Chief Financial Officer, HP
Palo Alto, California
Canada
Paula Rosput Reynolds
(Director)
President and CEO, PreferWest LLC
Seattle, Washington
United States
Leslie F. Seidman
(Director)
Former Chairman, Financial Accounting Standards Board (FASB)
Norwalk, Connecticut
United States
James S. Tisch
(Director)
President and Chief Executive Officer, Loews Corporation
New York, New York
United States
L. Kevin Cox
 
Senior Vice President, Chief Human Resources Officer,
General Electric Company
United States
Michael Holston
 
Senior Vice President, General Counsel & Secretary,
General Electric Company
United States
David L. Joyce
 
Vice Chair, General Electric Company; President &
Chief Executive Officer, GE Aviation
United States
Jamie S. Miller
 
Senior Vice President, Chief Financial Officer, General Electric Company
United States
Kieran Murphy
Senior Vice President, GE and President & Chief Executive Officer,
GE Healthcare
Ireland
Jérôme Pécresse
Senior Vice President, GE and Chief Executive Officer,
GE Renewable Energy
France
Russell Stokes
Senior Vice President, GE and President & Chief Executive Officer,
GE Power Portfolio
United States
Scott Strazik
Senior Vice President, GE and Chief Executive Officer, GE Gas Power
United States
Thomas Timko
 
Vice President, Chief Accounting Officer and Controller
United States

SCHEDULE II

DIRECTORS AND EXECUTIVE OFFICERS OF
GE INVESTMENTS, LLC
 
The following table sets forth certain information with respect to the directors and executive officers of GE Investments, LLC.  The business address of each director and executive officer of GE Investments, LLC is 901 Main Avenue, Norwalk, Connecticut 06851-1168.
 
Name
Present Principal Occupation or Employment
Citizenship
Robert Giglietti
(Sole Manager, President and Treasurer)
Vice President, Transformation Leader, Treasury,
General Electric Company
United States
Victoria Vron
(Vice President and Secretary)
Senior Counsel/Regional Leader, Americas,
GE Global Operations
United States
Alan Redmer
(Vice President – Taxes)
Director – Tax Accounting,
General Electric Company
United States






SCHEDULE III

DIRECTORS AND EXECUTIVE OFFICERS OF
GE OIL & GAS US HOLDINGS I, INC.
 
The following table sets forth certain information with respect to the directors and executive officers of GE Oil & Gas US Holdings I, Inc.  The business address of each director and executive officer of GE Oil & Gas US Holdings I, Inc. is 191 Rosa Parks Street, Cincinnati, Ohio 45202.
 
Name
Present Principal Occupation or Employment
Citizenship
Robert Giglietti
(Sole Director and Vice President)
Vice President, Transformation Leader, Treasury,
General Electric Company
United States
Chinmay Trivedi
(President)
Senior Executive – GEHC Treasury,
GE Healthcare
United States
Victoria Vron
(Vice President and Secretary)
Senior Counsel/Regional Leader, Americas,
GE Global Operations
United States



SCHEDULE IV

DIRECTORS AND EXECUTIVE OFFICERS OF
GE OIL & GAS US HOLDINGS IV INC.
 
The following table sets forth certain information with respect to the directors and executive officers of GE Oil & Gas US Holdings IV, Inc.  The business address of each director and executive officer of GE Oil & Gas US Holdings IV, Inc. is 191 Rosa Parks Street, Cincinnati, Ohio 45202.
 
Name
Present Principal Occupation or Employment
Citizenship
Robert Giglietti
(Sole Director and Vice President)
Vice President, Transformation Leader, Treasury,
General Electric Company
United States
Chinmay Trivedi
(President)
Senior Executive – GEHC Treasury,
GE Healthcare
United States
Victoria Vron
(Vice President and Secretary)
Senior Counsel/Regional Leader, Americas,
GE Global Operations
United States



SCHEDULE V

DIRECTORS AND EXECUTIVE OFFICERS OF
GE HOLDINGS (US), INC.
 
The following table sets forth certain information with respect to the directors and executive officers of GE Holdings (US), Inc.  The business address of each director and executive officer of GE Holdings (US), Inc. is 901 Main Avenue, Norwalk, Connecticut  06851-1168.
 
Name
Present Principal Occupation or Employment
Citizenship
Robert Giglietti
(Sole Director and Vice President)
Vice President, Transformation Leader, Treasury,
General Electric Company
United States
Chinmay Trivedi
(President)
Senior Executive – GEHC Treasury,
GE Healthcare
United States
Victoria Vron
(Vice President and Secretary)
Senior Counsel/Regional Leader, Americas,
GE Global Operations
United States

 



Exhibit 99.13
 




Christoph Pereira
Vice President, Chief Risk Officer
Chief Corporate Counsel
General Electric Company
41 Farnsworth Street
Boston, MA 02210
T +1 617 443 2952
christoph.pereira@ge.com
 






June 27, 2019

Baker Hughes, a GE company
17021 Aldine Westfield Road
Houston, Texas 77073
Attention:         William D. Marsh, Chief Legal Officer
Lee Whitley, Corporate Secretary


Please find enclosed an action by written consent of stockholders of Baker Hughes, a GE company (the “Company”), duly executed by General Electric Company and certain of its affiliates that together hold a majority of the voting power of the issued and outstanding shares of Class A and Class B common stock, both classes of which are $0.0001 par value per share, of the Company.
 
We also enclose for your convenience a form of the notice which is required to be promptly given to the Company’s stockholders pursuant to Section 228(e) of the General Corporation Law of the State of Delaware and request that you distribute it as required by that section.
 

 

 
[Signature Page Follows]
 
If you have any questions regarding the foregoing or the enclosed written consent of stockholders, please do not hesitate to contact us.
 
Sincerely,

 
 GENERAL ELECTRIC COMPANY
 
 
 
 
 
 
 
 
 
 
 By:
 /s/ Christoph A. Pereira
 
 
 Name: Christoph A. Pereira
 
 
 Title: Vice President, Chief Risk Officer and Chief Corporate Counsel
 
 
 
 
 
 
 
 
 




cc:
 
The Corporation Trust Company, as registered agent of the Company
 



Enclosures


 
Exhibit 99.14
 
BAKER HUGHES, A GE COMPANY
ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
 
June 27, 2019

The undersigned stockholders (together, the “GE Group”) of Baker Hughes, a GE company, a Delaware corporation (the “Company”), constituting the holders of a majority of the voting power of the issued and outstanding shares of Class A and Class B common stock, both classes of which are $0.0001 par value per share, of the Company (“Company Common Stock”), voting together as a single class, acting pursuant to Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”) and Article I, Section 1.10 of the Second Amended and Restated Bylaws of the Company (the “Bylaws”), DO HEREBY CONSENT (this Action by Written Consent of Stockholders, this “Consent”) to the adoption of, and DO HEREBY ADOPT, the following resolutions effective immediately upon delivery to the Company in accordance with Section 228 of the DGCL and Article I, Section 1.10 of the Bylaws.

Approval of Future Issuances
 
WHEREAS, on October 30, 2016, General Electric Company, a New York corporation (“GE”), Baker Hughes Incorporated, a Delaware corporation (“BHI”), and the other parties thereto entered into that certain Transaction Agreement and Plan of Merger (as amended on March 27, 2019, the “Transaction Agreement”);

WHEREAS, on June 30, 2017, the stockholders of BHI adopted the Transaction Agreement and approved the transactions contemplated thereby, including, among others, the execution, delivery and performance of the Amended and Restated Stockholders Agreement, dated as of November 13, 2018, by and between GE and the Company (as amended from time to time thereafter in accordance with the terms thereof, the “Stockholders Agreement”), the Exchange Agreement, dated as of July 3, 2017, by and among GE, the Company and Baker Hughes, a GE company, LLC (“BHGE LLC”) (as amended from time to time in accordance with the terms thereof, the “Exchange Agreement”), and the Amended and Restated Limited Liability Company Agreement of BHGE LLC, dated as of July 3, 2017, by and among BHGE LLC and its members (as amended from time to time in accordance with the terms thereof, the “BHGE LLC Agreement”);

WHEREAS, pursuant to the Stockholders Agreement, the GE Group has the right (the “Preemptive Rights”) to purchase its pro rata portion of any securities of the Company, other than Excluded Securities (as defined in the Stockholders Agreement), that the Company proposes to issue or sell;

WHEREAS, pursuant to the BHGE LLC Agreement, the GE Group has the right (the “Top-Up Rights” and, together with the Preemptive Rights, the “GE Purchase Rights”) in certain circumstances to acquire Paired Interests (as defined in the Exchange Agreement);
 
WHEREAS, pursuant to the rules of the New York Stock Exchange (“NYSE”), stockholder approval is required prior to any issuance or sale of common stock, or securities convertible into or exercisable for common stock (a “Stock Issuance”), in any transaction or series of related transactions with any director, officer or substantial security holder of the company (each, a “Related Party”), if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be converted or exercised, exceeds a threshold percentage of the number of shares of common stock or of the voting power outstanding before the issuance or sale;
 
WHEREAS, the GE Group may be deemed to be a Related Party under (and as defined in) NYSE rules and regulations; and
 
WHEREAS, the GE Group has determined that it is desirable that the stockholders of BHGE approve any future Stock Issuances from time to time by the Company to any members of the GE Group, or any other affiliates of GE, in connection with or related to any exercise of the GE Purchase Rights.
 
NOW, THEREFORE, BE IT:
 
RESOLVED, that any Stock Issuance, including for the avoidance of doubt any issuances of Company Common Stock or Paired Interests, by the Company (it being understood that such reference to “Company” shall include BHGE LLC in respect of any issuance of Paired Interests) to one or more members of the GE Group, or any other affiliates of GE, in connection with or related to any exercise of the GE Purchase Rights from time to time be, and hereby is, approved (the “Approval”);
 
RESOLVED, FURTHER, that the Approval constitutes any stockholder approval or consent required for purposes of NYSE rule 312.03;

RESOLVED, FURTHER, that this Consent and the resolutions set forth herein shall be effective upon delivery to the Company in accordance with Section 228 of the DGCL and Article I, Section 1.10 of the Bylaws;

RESOLVED, FURTHER, that this Consent may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same written consent; and

RESOLVED, FURTHER, that the corporate secretary of the Company be, and hereby is, directed to filed this Consent with the minutes of the proceedings of the stockholders of the Company.

[Signature page follows.]
 

 
IN WITNESS WHEREOF, each of the undersigned stockholders has executed this Action by Written Consent of Stockholders as of the date first written above.

 
GENERAL ELECTRIC COMPANY
 
 
 
 
 
 
 
 
 
 
 By:
 /s/ Christoph A. Pereira
 
 
 Name: Christoph A. Pereira
 
 
 Title: Vice President, Chief Risk Officer and Chief Counsel
 
 
 Shares held: 23,369,778
 
       
 
 
 
 
 
 GE OIL & GAS US HOLDINGS IV, INC.
 
 
 
 
 
 
 
 
 
 
 By:
 /s/ Victoria Vron
 
 
 Name: Victoria Vron
 
 
 Title: Vice President & Secretary
 
 
 Shares held: 48,896,204
 
       
 
 
 
 
 
 GE HOLDINGS (US), INC.
 
 
 
 
 
       
  By:  /s/ Victoria Vron  
  Name: Victoria Vron  
  Title: Vice President & Secretary  
  Shares held: 5,403,956  
       
       
  GE OIL & GAS US HOLDINGS I, INC.  
       
       
  By:  /s/ Victoria Vron  
 
 Name: Victoria Vron
 
 
 Title: Vice President & Secretary
 
  Shares held: 443,873,157