SEC Form 4 · accession 0001127602-17-022539
BAKER HUGHES a GE Co LLC · BHI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay G Martin
Officer — Vice President
Period of report
Jul 3, 2017
Accepted (ET)
Jul 3, 2017 · 4:21 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 | 21,452 | D | |
| Common Stock, $1.00 Par ValueF2 | Jul 3, 2017 | D | 21,452 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $82.28 | Jul 3, 2017 | D | 1,461 | D | — | Jul 25, 2017 | Common Stock, $1.00 Par Value | 1,461 | 0 | D |
| Stock Option (Right to Buy)F3 | $69.92 | Jul 3, 2017 | D | 1,629 | D | — | Jan 23, 2018 | Common Stock, $1.00 Par Value | 1,629 | 0 | D |
| Stock Option (Right to Buy)F3 | $77.20 | Jul 3, 2017 | D | 1,482 | D | — | Aug 11, 2018 | Common Stock, $1.00 Par Value | 1,482 | 0 | D |
| Stock Option (Right to Buy)F3 | $47.28 | Jul 3, 2017 | D | 2,267 | D | — | Jan 19, 2020 | Common Stock, $1.00 Par Value | 2,267 | 0 | D |
| Stock Option (Right to Buy)F3 | $49.17 | Jul 3, 2017 | D | 3,300 | D | — | Jul 21, 2020 | Common Stock, $1.00 Par Value | 3,300 | 0 | D |
| Stock Option (Right to Buy)F3 | $62.32 | Jul 3, 2017 | D | 3,090 | D | — | Jan 26, 2021 | Common Stock, $1.00 Par Value | 3,090 | 0 | D |
| Stock Option (Right to Buy)F3 | $77.00 | Jul 3, 2017 | D | 2,500 | D | — | Jul 19, 2021 | Common Stock, $1.00 Par Value | 2,500 | 0 | D |
| Stock Option (Right to Buy)F3 | $47.44 | Jul 3, 2017 | D | 5,102 | D | — | Jan 25, 2022 | Common Stock, $1.00 Par Value | 5,102 | 0 | D |
| Stock Option (Right to Buy)F3 | $39.30 | Jul 3, 2017 | D | 4,000 | D | — | Jul 16, 2022 | Common Stock, $1.00 Par Value | 4,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $45.21 | Jul 3, 2017 | D | 6,514 | D | — | Jan 24, 2023 | Common Stock, $1.00 Par Value | 6,514 | 0 | D |
| Stock Option (Right to Buy)F3 | $47.75 | Jul 3, 2017 | D | 6,961 | D | — | Jul 24, 2023 | Common Stock, $1.00 Par Value | 6,961 | 0 | D |
| Stock Option (Right to Buy)F3 | $56.73 | Jul 3, 2017 | D | 4,844 | D | — | Jan 22, 2024 | Common Stock, $1.00 Par Value | 4,844 | 0 | D |
| Stock Option (Right to Buy)F3 | $72.70 | Jul 3, 2017 | D | 3,781 | D | — | Jul 14, 2024 | Common Stock, $1.00 Par Value | 3,781 | 0 | D |
| Restricted Stock UnitsF4 | — | Jul 3, 2017 | D | 3,033 | D | — | — | Common Stock, $1.00 Par Value | 3,033 | 0 | D |
| Restricted Stock UnitsF4 | — | Jul 3, 2017 | D | 8,713 | D | — | — | Common Stock, $1.00 Par Value | 8,713 | 0 | D |
| Restricted Stock UnitsF4 | — | Jul 3, 2017 | D | 4,228 | D | — | — | Common Stock, $1.00 Par Value | 4,228 | 0 | D |
| Restricted Stock UnitsF5,F6 | — | Jan 25, 2017 | A | 4,227 | A | — | — | Common Stock, $1.00 Par Value | 4,227 | 4,227 | D |
| Restricted Stock UnitsF4 | — | Jul 3, 2017 | D | 4,227 | D | — | — | Common Stock, $1.00 Par Value | 4,227 | 0 | 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).
- F5At the time of grant on 1/25/2017, each restricted stock unit represented a right to receive without payment one share of Baker Hughes common stock.
- F6At the time of grant on 1/25/2017, the restricted stock unit was scheduled to vest three years from the date of grant.