SEC Form 4 · accession 0001127602-17-022537

BAKER HUGHES a GE Co LLC · BHI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

William D Marsh

Officer — VP, General Counsel

Period of report

Jul 3, 2017

Accepted (ET)

Jul 3, 2017 · 4:16 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000808362

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $1.00 Par Value	Jun 19, 2017	A	104	$47.872	A	15,050	D
Common Stock, $1.00 Par Value^F2	Jul 3, 2017	D	15,050	$0.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3	$82.28	Jul 3, 2017	D	1,006	D	—	Jul 24, 2017	Common Stock, $1.00 Par Value	1,006	D
Stock Option (Right to Buy)^F3	$69.92	Jul 3, 2017	D	995	D	—	Jan 23, 2018	Common Stock, $1.00 Par Value	995	D
Stock Option (Right to Buy)^F3	$77.20	Jul 3, 2017	D	923	D	—	Aug 11, 2018	Common Stock, $1.00 Par Value	923	D
Stock Option (Right to Buy)^F3	$39.52	Jul 3, 2017	D	1,242	D	—	Jul 22, 2019	Common Stock, $1.00 Par Value	1,242	D
Stock Option (Right to Buy)^F3	$47.28	Jul 3, 2017	D	1,542	D	—	Jan 19, 2020	Common Stock, $1.00 Par Value	1,542	D
Stock Option (Right to Buy)^F3	$49.17	Jul 3, 2017	D	3,200	D	—	Jul 21, 2020	Common Stock, $1.00 Par Value	3,200	D
Stock Option (Right to Buy)^F3	$62.32	Jul 3, 2017	D	3,590	D	—	Jan 26, 2021	Common Stock, $1.00 Par Value	3,590	D
Stock Option (Right to Buy)^F3	$77.00	Jul 3, 2017	D	2,910	D	—	Jul 19, 2021	Common Stock, $1.00 Par Value	2,910	D
Stock Option (Right to Buy)^F3	$47.44	Jul 3, 2017	D	1,929	D	—	Jan 25, 2022	Common Stock, $1.00 Par Value	1,929	D
Stock Option (Right to Buy)^F3	$39.30	Jul 3, 2017	D	4,372	D	—	Jul 16, 2022	Common Stock, $1.00 Par Value	4,372	D
Stock Option (Right to Buy)^F3	$45.21	Jul 3, 2017	D	6,698	D	—	Jan 24, 2023	Common Stock, $1.00 Par Value	6,698	D
Stock Option (Right to Buy)^F3	$56.73	Jul 3, 2017	D	5,608	D	—	Jan 22, 2024	Common Stock, $1.00 Par Value	5,608	D
Stock Option (Right to Buy)^F3	$72.70	Jul 3, 2017	D	4,378	D	—	Jul 14, 2024	Common Stock, $1.00 Par Value	4,378	D
Restricted Stock Units^F4	—	Jul 3, 2017	D	3,493	D	—	—	Common Stock, $1.00 Par Value	3,493	D
Restricted Stock Units^F4	—	Jul 3, 2017	D	10,090	D	—	—	Common Stock, $1.00 Par Value	10,090	D
Restricted Stock Units^F4	—	Jul 3, 2017	D	12,500	D	—	—	Common Stock, $1.00 Par Value	12,500	D
Restricted Stock Units^F4	—	Jul 3, 2017	D	15,136	D	—	—	Common Stock, $1.00 Par Value	15,136	D
Stock Option (Right to Buy)^F3	$47.75	Jul 3, 2017	D	11,498	D	—	Jul 24, 2023	Common Stock, $1.00 Par Value	11,498	D

Explanation of responses

F1Acquisition under Employee Stock Purchase Plan exempt from Section 16 of the Securities Exchange Act of 1934 by Rule 16b-3.
F2On 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").
F3Pursuant 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.
F4Prior 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).