SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Potvin Matthew Joseph (Last) (First) (Middle) 58 CHARLES STREET (Street) CAMBRIDGE MA 02141 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GE Vernova Inc. [ GEV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Accounting Officer
	3. Date of Earliest Transaction (Month/Day/Year) 04/02/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share	04/02/2024		A		462(1)	A	(1)	462	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$132	04/02/2024		A		534		(2)	09/05/2024	Common stock, par value $0.01 per share	534	(1)	534	D
Employee Stock Option (right to buy)	$126.21	04/02/2024		A		712		(2)	09/11/2025	Common stock, par value $0.01 per share	712	(1)	712	D
Employee Stock Option (right to buy)	$149.78	04/02/2024		A		2,966		(2)	09/30/2026	Common stock, par value $0.01 per share	2,966	(1)	2,966	D
Restricted Stock Units	(3)	04/02/2024		A		982		(4)	(4)	Common stock, par value $0.01 per share	982	(1)	982	D
Restricted Stock Units	(3)	04/02/2024		A		1,875		(5)	(5)	Common stock, par value $0.01 per share	1,875	(1)	1,875	D
Restricted Stock Units	(3)	04/02/2024		A		2,527		(6)	(6)	Common stock, par value $0.01 per share	2,527	(1)	2,527	D

Explanation of Responses:

1. The transactions reported herein are the result of the consummation on April 2, 2024 of the distribution of all of the shares of common stock of GE Vernova Inc. ("GE Vernova") by General Electric Company ("GE") to holders of GE common stock on a pro rata basis (the "Spin-Off"). These transactions are voluntarily reported notwithstanding the exemption provided by Rule 16a-9.

2. Represents an award of an employee stock option with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, which are fully exercisable.

3. Each restricted stock unit represents the right to receive, at settlement, one share of GE Vernova common stock.

4. Represents an award of restricted stock units with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, which will vest on March 1, 2025.

5. Represents an award of restricted stock units with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, of which 50% will vest on March 1, 2025 and 50% will vest on March 1, 2026.

6. Represents an award of restricted stock units with respect to GE Vernova common stock that resulted from the conversion of certain performance-based equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, which will vest in full on March 1, 2026. The performance criteria for these equity incentive awards have been certified in connection with the Spin-Off by GE's Management Development & Compensation Committee.

	/s/ Richmond Glasgow, VP, Chief Corporate Counsel & Deputy Secretary, as attorney-in-fact	04/04/2024
	** Signature of Reporting Person	Date
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