SEC Form 4 · accession 0000947871-18-000913
Baker Hughes Co · BKR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
GENERAL ELECTRIC CO
Director · 10% Owner
Period of report
Nov 16, 2018
Accepted (ET)
Nov 19, 2018 · 5:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001701605
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | Nov 16, 2018 | M | 92,000,000 | — | D | 32,569,778 | D | |
| Class A Common StockF1 | Nov 16, 2018 | M | 92,000,000 | — | A | 92,000,000 | D | |
| Class A Common Stock | Nov 16, 2018 | S | 92,000,000 | $22.4825 | D | 0 | D | |
| Class B Common StockF2,F4 | Nov 16, 2018 | D | 65,000,000 | — | D | 498,173,317 | I | See footnote |
| Class B Common StockF3 | Nov 19, 2018 | M | 9,200,000 | — | D | 23,369,778 | D | |
| Class A Common StockF3 | Nov 19, 2018 | M | 9,200,000 | — | A | 9,200,000 | D | |
| Class A Common Stock | Nov 19, 2018 | S | 9,200,000 | $22.3025 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common UnitF5,F1 | — | Nov 16, 2018 | M | 92,000,000 | D | — | — | Class A Common Stock | 92,000,000 | 32,569,778 | D |
| Common UnitF5,F4,F2 | — | Nov 16, 2018 | D | 65,000,000 | D | — | — | Class A Common Stock | 65,000,000 | 498,173,317 | I |
| Common UnitF5,F3 | — | Nov 19, 2018 | M | 9,200,000 | D | — | — | Class A Common Stock | 9,200,000 | 23,369,778 | D |
Explanation of responses
- F1Each share of Class B Common Stock, together with a Common Unit of Baker Hughes, a GE company, LLC ("BHGE LLC") (collectively, a "Paired Interest"), is exchangeable for a share of Class A Common Stock. On November 16, 2018, GE completed the sale of 92,000,000 shares of Class A Common Stock (after the exchange of an equal number of Paired Interests into Class A Common Stock) in connection with a previously announced underwritten registered secondary offering of the Issuer's Class A Common Stock.
- F2In connection with the previously announced repurchase agreement between the Reporting Person, BHGE LLC, and the Issuer, the Issuer has purchased for cash the Paired Interests reported as disposed of on these lines of this Form 4 and the price paid for each such Paired Interest was equal to $22.4825 for each Paired Interest.
- F3On November 19, 2018, GE completed the sale of 9,200,000 shares of Class A Common Stock (after the exchange of an equal number of Paired Interests into Class A Common Stock) in connection with a previously announced underwritten registered secondary offering of the Issuer's Class A Common Stock.
- F4The Reporting Person holds these securities through wholly-owned subsidiaries.
- F5The Paired Interests were acquired by the Reporting Person in connection with the transactions described in the prospectus filed by the Issuer on May 30, 2017 pursuant to Rule 424(b)(3).