04/02/2026 | Press release | Distributed by Public on 04/02/2026 14:16
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| 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) | ||
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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 | ||||||||
| B.V. Voting Class A Shares | (1)(2)(4) | 04/02/2026 | J(1)(2)(4) | 1,050,000 | (1)(2)(4) | (1)(2)(4) | Class A common stock | 1,050,000 | $9.4 | 16,288,748 | I | Baker Hughes Holdings LLC(1)(2)(3)(4)(5) | |||
| B.V. Voting Class B Shares | (1)(2)(4) | 04/02/2026 | J(1)(2)(4) | 1,050,000 | (1)(2)(4) | (1)(2)(4) | Class A common stock | 1,050,000 | $9.4 | 16,288,748 | I | Baker Hughes Holdings LLC(1)(2)(3)(4)(5) | |||
| B.V. Voting Class A Shares | (1)(2)(4) | 04/02/2026 | J(1)(2)(4) | 16,288,748 | (1)(2)(4) | (1)(2)(4) | Class A common stock | 16,288,748 | $ 0 | 0 | I | Baker Hughes Holdings LLC(1)(2)(3)(4)(5) | |||
| B.V. Voting Class B Shares | (1)(2)(4) | 04/02/2026 | J(1)(2)(4) | 16,288,748 | (1)(2)(4) | (1)(2)(4) | Class A common stock | 16,288,748 | $ 0 | 0 | I | Baker Hughes Holdings LLC(1)(2)(3)(4)(5) | |||
| B.V. Non-Voting Class A Shares | (1)(2)(4) | 04/02/2026 | J(1)(2)(4) | 16,288,748 | 09/27/2026(1)(2)(4) | (1)(2)(4) | Class A common stock | 16,288,748 | $ 0 | 16,288,748 | I | Baker Hughes Holdings LLC(1)(2)(3)(4)(5) | |||
| B.V. Non-Voting Class B Shares | (1)(2)(4) | 04/02/2026 | J(1)(2)(4) | 16,288,748 | 09/27/2026(1)(2)(4) | (1)(2)(4) | Class A common stock | 16,288,748 | $ 0 | 16,288,748 | I | Baker Hughes Holdings LLC(1)(2)(3)(4)(5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Baker Hughes Co 575 N. DAIRY ASHFORD RD, SUITE 100 HOUSTON, TX 77079 |
X | X | Director by Deputization | |
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Baker Hughes Holdings LLC 575 N. DAIRY ASHFORD RD, SUITE 100 HOUSTON, TX 77079 |
X | X | ||
| By: /s/ Fernando Contreras, Vice President - Chief Compliance Officer and Corporate Secretary of Baker Hughes Company | 04/02/2026 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Fernando Contreras, Vice President - Chief Compliance Officer and Corporate Secretary of Baker Hughes Holdings LLC | 04/02/2026 | |
| **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) | Prior to the initial public offering ("IPO") of HMH Holding Inc. (the "Issuer"), Baker Hughes Holdings LLC, a wholly owned subsidiary of Baker Hughes Company, held 50 Class B ordinary shares (the "B.V. Voting Class B Shares") of HMH Holding B.V. ("HMH B.V.") and 50 Class A ordinary shares (the "B.V. Voting Class A Shares") of HMH B.V. In this filing, Baker Hughes Company and Baker Hughes Holdings LLC are collectively referred to as "Baker Hughes". In connection with the corporate reorganization and Baker Hughes' participation in the synthetic secondary as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-281497), the following transactions have occurred: first, HMH B.V., the predecessor entity to the Issuer, underwent a 346,774.96 for 1 stock split, after which Baker Hughes Company held 17,338,748 B.V. Voting Class B Shares and 17,338,748 B.V. Voting Class A Shares (through Baker Hughes Holdings LLC); |
| (2) | (Continued from footnote 1) second, HMH B.V. recapitalized to convert (i) Baker Hughes Holdings LLC's 16,288,748 B.V. Voting Class A Shares to non-voting Class A ordinary shares (the "B.V. Non-Voting Class A Shares") and (ii) its 16,288,748 B.V. Voting Class B Shares to non-voting Class B ordinary shares (the "B.V. Non-Voting Class B Shares"); third, (i) Baker Hughes Holdings LLC sold 1,050,000 B.V. Voting Class B Shares and 1,050,000 B.V. Voting Class A Shares, in each case, to the Issuer in exchange cumulatively for $19,740,000 and (ii) Baker Hughes Holdings LLC received 16,288,748 shares of Class B common stock of the Issuer (the "Issuer Class B Shares") in exchange for relinquishing voting rights on its remaining 16,288,748 B.V. Voting Class B Shares and 16,288,748 B.V. Voting Class A Shares that were recapitalized into 16,288,748 B.V. Non-Voting Class B Shares and 16,288,748 B.V. Non-Voting Class A Shares, respectively. |
| (3) | Baker Hughes Company has an indirect pecuniary interest in the securities held by each of Baker Hughes Holdings LLC. Consequently, Baker Hughes Company may be deemed to share beneficial ownership in the securities held directly by Baker Hughes Holdings LLC. The board of directors and officers of Baker Hughes Company disclaim beneficial ownership with respect to such securities. |
| (4) | Pursuant to the Exchange Agreement, dated as of April 2, 2026, by and among the Issuer, HMH B.V. and the other parties thereto, Baker Hughes has the right to exchange one Issuer Class B Share, one B.V. Non-Voting Class A Share and one B.V. Non-Voting Class B Share for cash or shares of the Issuer's Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments (e.g. for stock splits, stock dividends and reclassifications). These rights are exercisable at any time after the conclusion of the Issuer's IPO lock-up period (i.e., September 27, 2026, unless the IPO lock-up is earlier released or waived by the underwriters of the Issuer's IPO) and do not expire. |
| (5) | Judson E. Bailey and M. Georgia Magno are directors of the Issuer and were nominated for such roles by Baker Hughes Holdings LLC. By virtue of their service on the Board of Directors of the Issuer, for purposes of Section 16, Baker Hughes Holdings LLC may be deemed to be a "director by deputization" of the Issuer. |