SEC FORM 4

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

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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^*

Esparza Andrew c

(Last)

(First)

(Middle)

2929 ALLEN PARKWAY

SUITE 2100

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BAKER HUGHES INC [ BHI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $1.00 Par Value	05/25/2016		M		17,143	A	$43.96	29,519	D
Common Stock, $1.00 Par Value	05/25/2016		F		7,192	D	$43.96	22,327	D
Common Stock, $1.00 Par Value	05/25/2016		M		16,679	A	$43.96	39,006	D
Common Stock, $1.00 Par Value	05/25/2016		F		6,997	D	$43.96	32,009	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/25/2016		M			17,143	⁽²⁾	⁽²⁾	Common Stock, $1.00 Par Value	17,143	$0	0	D
Restricted Stock Units	⁽¹⁾	05/25/2016		M			16,679	⁽³⁾	⁽³⁾	Common Stock, $1.00 Par Value	16,679	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a right to receive without payment one share of Baker Hughes common stock.

2. This restricted stock unit is granted under the Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan, as amended and restated (the "Plan"). The original grant vested in two equal annual installments beginning one year from the date of grant. Per the terms of the Plan, the Compensation Committee authorized the acceleration of the unvested portion of the reporting person's 2015 grant on May 25, 2016.

3. This restricted stock unit is granted under the Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan, as amended and restated (the "Plan"). The original grant vested in three equal annual installments beginning one year from the date of grant. Per the terms of the Plan, the Compensation Committee authorized the acceleration of one-third of the unvested portion of the reporting person's 2016 grant on May 25, 2016. The remaining two-thirds of the grant will be forfeited.

	/s/ Lee Whitley, Attorney-in-Fact	05/27/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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