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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Baker Hughes, a GE company

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(Name of Issuer)

 

Class A common stock, par value $0.0001 per share

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(Title of Class of Securities)

 

05722G 100

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(CUSIP Number)

 

Christoph A. Pereira

Vice President & Chief Corporate, Securities and Finance Counsel

General Electric Company

41 Farnsworth Street

Boston, Massachusetts 02210

617-433-2952

 

With a Copy to:

 

John A. Marzulli, Jr.

Rory O’Halloran

Waajid Siddiqui

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022-6069

212-848-4000

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(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)

 

June 26, 2018

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(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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SCHEDULE 13D

(1)          Based on 411,617,959 shares of Class A Common Stock, $0.0001 par value per share, of Baker Hughes, a GE company, a Delaware corporation (“BHGE” or the “Issuer”), outstanding as of May 29, 2018, and 687,743,095 shares of Class B Common Stock, $0.0001 par value per share, of BHGE, outstanding as of June 26, 2018.

 

 

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 13, 2017 (the “Original Schedule 13D”) and Amendment No. 1 to Schedule 13D filed by the Reporting Persons on March 30, 2018 (together with the Original Schedule 13D, the “Amended Schedule 13D”) with respect to the Class A Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined have the same meanings ascribed to them in the Amended Schedule 13D.  Unless specifically amended hereby, the disclosure set forth in the Amended Schedule 13D remains unchanged.

 

Item 2.

Identity and Background.

 

Schedule I to Item 2 of the Amended Schedule 13D is hereby amended and restated in its entirety as set forth in Schedule I attached hereto.

 

The first paragraph under the section entitled “Plans and Proposals” in Item 4 of the Amended Schedule 13D is hereby amended by adding the following sentence immediately before the last sentence at the end of the paragraph:

On June 26, 2018, GE announced that the Reporting Persons intend to fully separate their approximately 62.5% interest in BHGE from GE in an orderly manner over the next two to three years.

Item 5.

Interest in Securities of the Issuer.

 

Section (a) and Section (b) of Item 5 of the Amended Schedule 13D are hereby amended and restated in its entirety as follows: 

(a)          Based on the most recent information available, the aggregate number and percentage of the Class A Common Stock (the securities identified pursuant to Item 1 of this Amendment) that are beneficially owned by each of the Reporting Persons is set forth in boxes (11) and (13) of the cover pages to this Amendment for each of the Reporting Persons, and such information is incorporated herein by reference.  The percentages reported herein are calculated based upon, as of June 26, 2018, 687,743,095 shares of Class B Common Stock and as of May 29, 2018, 411,617,959 shares of Class A Common Stock outstanding, assuming the exchange of all Class B Common Stock into Class A Common Stock (for a total of 1,099,361,054 shares of Class A Common Stock on a fully exchanged basis).

 

To the best knowledge of the Reporting Persons, the following persons beneficially own the shares of Class A Common Stock set forth below:

 

The Reporting Persons specifically disclaim beneficial ownership over such shares held by the GE directors listed above.

(b)          Except as described below, the numbers of shares of Class A Common Stock as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes (7), (8), (9) and (10), respectively, on the cover page to this Amendment for each of the Reporting Persons, and such information is incorporated herein by reference.

 

Section (c) of Item 5 of the Amended Schedule 13D is hereby supplemented as follows:

(c)          In connection with a share repurchase program announced by the Issuer on November 6, 2017, pursuant to which BHGE LLC is authorized to repurchase Common Units up to an aggregate value of $3,000,000,000, on May 29, 2018, the Reporting Persons completed the sale of 8,717,287 Paired Interests to the Issuer and BHGE LLC for an aggregate purchase price of $312,944,420, in order for the Reporting Persons to maintain their respective proportional ownership interests in the Issuer and BHGE LLC in light of repurchases of Class A Common Stock by the Issuer, pursuant to the BHGE LLC Agreement.  Other than as disclosed in this Amendment, no transactions involving Paired Interests or shares of Class A Common Stock were effected during the past sixty days.

                     

Item 7.

Materials to be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: June 27, 2018

 

 

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF

GENERAL ELECTRIC COMPANY¹

 

The following table sets forth certain information with respect to the directors and executive officers of General Electric Company.  The business address of each director and executive officer of General Electric Company is 41 Farnsworth Street, Boston, Massachusetts 02210.

 

 

 

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