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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (3) | 07/03/2017 | D | 10,500 | (3) | (3) | Common Stock, $1.00 Par Value | 10,500 | (3) | 0 | D | ||||
Restricted Stock Units | (3) | 07/03/2017 | D | 3,510 | (3) | (3) | Common Stock, $1.00 Par Value | 3,510 | (3) | 0 | D | ||||
Restricted Stock Units | (4) | 01/25/2017 | A | 3,509 | (5) | (5) | Common Stock, $1.00 Par Value | 3,509 | (4) | 3,509 | D | ||||
Restricted Stock Units | (3) | 07/03/2017 | D | 3,509 | (3) | (3) | Common Stock, $1.00 Par Value | 3,509 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Janzen Kelly 17021 ALDINE WESTFILED ROAD HOUSTON, TX 77073 |
VP/Controller/Chief Acctg Ofcr |
/s/Lee Whitley, Attorney-in-Fact | 07/03/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | Acquisition under Employee Stock Purchase Plan exempt from Section 16 of the Securities Exchange Act of 1934 by Rule 16b-3. |
(2) | On the closing date (the "Closing Date") of the transactions contemplated by the Transaction Agreement and Plan of Merger, dated as of October 30, 2016, as amended (the "Transaction Agreement"), among the Issuer, General Electric Company, and certain subsidiaries of the Issuer, 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"). |
(3) | Prior 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). |
(4) | At 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. |
(5) | At the time of grant on 1/25/2017, the restricted stock unit was scheduled to vest three years from the date of grant. |