0001127602-17-022544.txt : 20170703 0001127602-17-022544.hdr.sgml : 20170703 20170703164537 ACCESSION NUMBER: 0001127602-17-022544 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170703 FILED AS OF DATE: 20170703 DATE AS OF CHANGE: 20170703 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BAKER HUGHES a GE Co LLC CENTRAL INDEX KEY: 0000808362 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760207995 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17021 ALDINE WESTFIELD ROAD CITY: HOUSTON STATE: TX ZIP: 77073-5051 BUSINESS PHONE: 7134398600 MAIL ADDRESS: STREET 1: PO BOX 4740 CITY: HOUSTON STATE: TX ZIP: 77210-4740 FORMER COMPANY: FORMER CONFORMED NAME: BAKER HUGHES INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAZALOT CLARENCE P JR CENTRAL INDEX KEY: 0001173583 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09397 FILM NUMBER: 17945670 MAIL ADDRESS: STREET 1: 5555 SAN FELIPE ROAD CITY: HOUSTON STATE: TX ZIP: 77056 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2017-07-03 1 0000808362 BAKER HUGHES a GE Co LLC BHI 0001173583 CAZALOT CLARENCE P JR 17021 ALDINE WESTFIELD ROAD HOUSTON TX 77073 1 Common Stock, $1.00 Par Value 2017-07-03 4 D 0 36447 D 0 D Stock Option (Right to Buy) 82.28 2017-07-03 4 D 0 303 D 2017-07-24 Common Stock, $1.00 Par Value 303 0 D Stock Option (Right to Buy) 69.92 2017-07-03 4 D 0 357 D 2018-01-23 Common Stock, $1.00 Par Value 357 0 D Stock Option (Right to Buy) 77.20 2017-07-03 4 D 0 323 D 2018-08-11 Common Stock, $1.00 Par Value 323 0 D Stock Option (Right to Buy) 29.18 2017-07-03 4 D 0 1028 D 2019-01-21 Common Stock, $1.00 Par Value 1028 0 D Stock Option (Right to Buy) 39.52 2017-07-03 4 D 0 759 D 2019-07-22 Common Stock, $1.00 Par Value 759 0 D Stock Option (Right to Buy) 47.28 2017-07-03 4 D 0 634 D 2020-01-19 Common Stock, $1.00 Par Value 634 0 D Stock Option (Right to Buy) 49.17 2017-07-03 4 D 0 1155 D 2020-07-21 Common Stock, $1.00 Par Value 1155 0 D Stock Option (Right to Buy) 62.32 2017-07-03 4 D 0 1077 D 2021-01-26 Common Stock, $1.00 Par Value 1077 0 D Stock Option (Right to Buy) 77.00 2017-07-03 4 D 0 871 D 2021-07-19 Common Stock, $1.00 Par Value 871 0 D Stock Option (Right to Buy) 47.44 2017-07-03 4 D 0 1700 D 2022-01-25 Common Stock, $1.00 Par Value 1700 0 D Stock Option (Right to Buy) 39.30 2017-07-03 4 D 0 2053 D 2022-07-16 Common Stock, $1.00 Par Value 2053 0 D Restricted Stock Units 2017-07-03 4 D 0 2751 D Common Stock, $1.00 Par Value 2751 0 D 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, 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"). Pursuant 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. 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). /s/Lee Whitley, Attorney-in-Fact 2017-07-03