Last checked at 17 Oct 2017 07:00
FORM 3
| UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
| OMB APPROVALOMB Number: 3235-0104Estimated average burdenhours per response... 0.5 |
| Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person *
GARDEN EDWARD P | 2. Date of Event Requiring Statement (MM/DD/YYYY) 10/9/2017
| 3. Issuer Name and Ticker or Trading Symbol
GENERAL ELECTRIC CO [GE] | ||||||||||
(Last) (First) (Middle)
280 PARK AVENUE, 41ST FLOOR | 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director _____ 10% Owner_____ Officer (give title below) _____ Other (specify below) | |||||||||||
(Street)
NEW YORK, NY 10017
(City) (State) (Zip) | 5. If Amendment, Date Original Filed (MM/DD/YYYY)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person_ X _ Form filed by More than One Reporting Person | ||||||||||
Table I - Non-Derivative Securities Beneficially Owned | ||||||||||||
1.Title of Security(Instr. 4) | 2. Amount of Securities Beneficially Owned(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)(Instr. 5) | 4. Nature of Indirect Beneficial Ownership(Instr. 5) | |||||||||
Common stock, par value $0.06 per share | 70851055 | I | Please see explanation below (1) (2) | |||||||||
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) | ||||||||||||
1. Title of Derivate Security(Instr. 4) | 2. Date Exercisable and Expiration Date(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)(Instr. 5) | 6. Nature of Indirect Beneficial Ownership(Instr. 5) | |||||||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Explanation of Responses: | |
(1) | Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Master Fund (ERISA), L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund II, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic Investment Fund-N, L.P., Trian Partners Strategic Investment Fund-D, L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund G-III, L.P., Trian Partners Co-Investment Opportunities Fund, Ltd., Trian SPV (Sub) X, L.P., Trian Partners Strategic Fund-K, L.P. and Trian Partners Strategic Fund-C, Ltd. (collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. |
(2) | (FN 1, contd.) Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Accordingly, Mr. Garden and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Garden is a director of the Issuer. |
Remarks:Exhibit List:Exhibit 24.1 - Power of Attorney - Edward P. GardenExhibit 24.2 - Power of Attorney - Trian Fund Management, L.P. |
Reporting Owners | ||||
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GARDEN EDWARD P280 PARK AVENUE, 41ST FLOORNEW YORK, NY 10017 | X | |||
TRIAN FUND MANAGEMENT, L.P.280 PARK AVENUE, 41ST FLOORNEW YORK, NY 10017 | X | |||
Signatures | ||
Stacey Sayetta, Attorney-In-Fact for Edward P. Garden | 10/13/2017 | |
** Signature of Reporting Person | Date
| |
Stacey Sayetta, Attorney-In-Fact for Trian Fund Management, L.P. | 10/13/2017 | |
** 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 5(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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. | |
Exhibit 24.1 POWER OF ATTORNEY
Know all by these presents, that Edward P. Garden ("Principal") hereby constitutes and appoints each of Brian L. Schorr, Stuart I. Rosen, Stacey L. Sayetta and Daniel R. Marx, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) complete and execute for and on behalf of the undersigned, in the undersigned's capacity as (i) a director, and/or (ii) a 10% shareholder of General Electric Company (the "Company"), Forms 3, 4 and 5 in accordance withSection 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Form 144 in accordance with the Securities Act of 1933 and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Form 144, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 ("Section 16"). The undersigned hereby agrees on behalf of the undersigned and the undersigned's heirs, executors, legal representatives and assigns to indemnify, defend and hold each of the foregoing attorneys-in-fact harmless from and against any and all claims that may arise against such attorney-in-fact by reason of any violation by the undersigned of the undersigned's responsibilities under Section 16 or any other claim relating to any action taken by such attorney-in-fact pursuant to this Power of Attorney.
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the "principal," you give the person whom you choose (your "agent") authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. "Important Information for the Agent" at the end of this document describes your agent's responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a "Health Care Proxy" to do this.
The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.
This Power of Attorney shall remain in full force and effect until Principal is no longer required to file any of Form 3, 4 or 5 or Form 144 with respect to Principal's holdings of and transactions in securities issued by the Company, unless earlier revoked by Principal in a signed writing delivered to any of the foregoing attorneys-in-fact. This Power of Attorney does not revoke or replace any other power of attorney that Principal has previously granted.
IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:
(1) act according to any instructions from the principal, or, where there are no instructions, in the principal's best interest;
(2) avoid conflicts that would impair your ability to act in the principal's best interest;
(3) keep the principal's property separate and distinct from any assets you own or control, unless otherwise permitted by law;
(4) keep a record or all receipts, payments, and transactions conducted for the principal; and
(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal's name and signing your own name as "agent" in either of the following manner: (Principal's Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal's Name).
Liability of agent: The meaning of the authority given to you is defined in New York's General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.
You may not use the principal's assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal's best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal's guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.
Liability of agent: The meaning of the authority given to you is defined in New York's General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the dated specified below.
By: /s/Edward P. Garden ----------------------- Edward P. Garden Date: October 11, 2017 |
State of New York ) ) ss.:County of New York ) |
On the 11th of October in the year 2017 before me, the undersigned, personally appeared Edward P. Garden, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary-------------------------JANE A. SINGLETARYNOTARY PUBLIC - State of New YorkNo. 01SI5063837Qualified in New York CountyCommission Expires 7/29/2018By: /s/Brian L. Schorr ----------------------- Brian L. Schorr Date: October 11, 2017 |
State of New York ) ) ss.:County of New York ) |
On the 11th of October in the year 2017 before me, the undersigned, personally appeared Brian L. Schorr, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary-------------------------JANE A. SINGLETARYNOTARY PUBLIC - State of New YorkNo. 01SI5063837Qualified in New York CountyCommission Expires 7/29/2018By: /s/Stuart I. Rosen ----------------------- Stuart I. Rosen Date: October 11, 2017 |
State of New York ) ) ss.:County of New York ) |
On the 11th of October in the year 2017 before me, the undersigned, personally appeared Stuart I. Rosen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary-------------------------JANE A. SINGLETARYNOTARY PUBLIC - State of New YorkNo. 01SI5063837Qualified in New York CountyCommission Expires 7/29/2018By: /s/Stacey L. Sayetta ----------------------- Stacey L. Sayetta Date: October 11, 2017 |
State of New York )) ss.:County of New York )
On the 11th of October in the year 2017 before me, the undersigned, personally appeared Stacey L. Sayetta, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary-------------------------JANE A. SINGLETARYNOTARY PUBLIC - State of New YorkNo. 01SI5063837Qualified in New York CountyCommission Expires 7/29/2018By: /s/Daniel R. Marx ----------------------- Daniel R. Marx Date: October 11, 2017 |
State of New York )) ss.:County of New York )
On the 11th of October in the year 2017 before me, the undersigned, personally appeared Daniel R. Marx, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary-------------------------JANE A. SINGLETARYNOTARY PUBLIC - State of New YorkNo. 01SI5063837Qualified in New York CountyCommission Expires 7/29/2018 |
Exhibit 24.2 - POWER OF ATTORNEY
Know all by these presents, that Edward P. Garden ("Principal"), on behalf of the undersigned, hereby constitutes and appoints each of Brian L. Schorr, Stuart I. Rosen, Stacey L. Sayetta and Daniel R. Marx, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) complete and execute for and on behalf of the undersigned, in the undersigned's capacity as (i) a member of Trian Fund Management GP, LLC, the general partner of the undersigned, and/or (ii) a 10% shareholder of General Electric Company (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Form 144 in accordance with the Securities Act of 1933 and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Form 144, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 ("Section 16"). The undersigned hereby agrees on behalf of the undersigned and the undersigned's heirs, executors, legal representatives and assigns to indemnify, defend and hold each of the foregoing attorneys-in-fact harmless from and against any and all claims that may arise against such attorney-in-fact by reason of any violation by the undersigned of the undersigned's responsibilities under Section 16 or any other claim relating to any action taken by such attorney-in-fact pursuant to this Power of Attorney.
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the "principal," you give the person whom you choose (your "agent") authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. "Important Information for the Agent" at the end of this document describes your agent's responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a "Health Care Proxy" to do this.
The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.
This Power of Attorney shall remain in full force and effect until Principal is no longer required to file any of Form 3, 4 or 5 or Form 144 with respect to Principal's holdings of and transactions in securities issued by the Company, unless earlier revoked by Principal in a signed writing delivered to any of the foregoing attorneys-in-fact. This Power of Attorney does not revoke or replace any other power of attorney that Principal has previously granted.
IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:
(1) act according to any instructions from the principal, or, where there are no instructions, in the principal's best interest;
(2) avoid conflicts that would impair your ability to act in the principal's best interest;
(3) keep the principal's property separate and distinct from any assets you own or control, unless otherwise permitted by law;
(4) keep a record or all receipts, payments, and transactions conducted for the principal; and
(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal's name and signing your own name as "agent" in either of the following manner: (Principal's Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal's Name).
You may not use the principal's assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal's best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal's guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.
Liability of agent: The meaning of the authority given to you is defined in New York's General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the dated specified below.
TRIAN FUND MANAGEMENT, L.P.
By: Trian Fund Management GP, LLC, General Partner
By: /s/Edward P. Garden ----------------------- Name: Edward P. Garden Title: Member Date: October 11, 2017 |
State of New York ) )ss.:County of New York ) |
On the 11th of October in the year 2017 before me, the undersigned, personally appeared Edward P. Garden, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument
/s/Jane A. Singletary-------------------------JANE A. SINGLETARYNOTARY PUBLIC - State of New YorkNo. 01SI5063837Qualified in New York CountyCommission Expires 7/29/2018By: /s/Brian L. Schorr ----------------------- Brian L. Schorr Date: October 11, 2017 |
State of New York ) ) ss.:County of New York ) |
On the 11th of October in the year 2017 before me, the undersigned, personally appeared Brian L. Schorr, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary-------------------------JANE A. SINGLETARYNOTARY PUBLIC - State of New YorkNo. 01SI5063837Qualified in New York CountyCommission Expires 7/29/2018By: /s/Stuart I. Rosen ----------------------- Stuart I. Rosen Date: October 11, 2017 |
State of New York ) ) ss.:County of New York ) |
On the 11th of October in the year 2017 before me, the undersigned, personally appeared Stuart I. Rosen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary-------------------------JANE A. SINGLETARYNOTARY PUBLIC - State of New YorkNo. 01SI5063837Qualified in New York CountyCommission Expires 7/29/2018By: /s/Stacey L. Sayetta ----------------------- Stacey L. Sayetta Date: October 11, 2017 |
State of New York ) ) ss.:County of New York ) |
On the 11th of October in the year 2017 before me, the undersigned, personally appeared Stacey L. Sayetta, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary-------------------------JANE A. SINGLETARYNOTARY PUBLIC - State of New YorkNo. 01SI5063837Qualified in New York CountyCommission Expires 7/29/2018By: /s/Daniel R. Marx ----------------------- Daniel R. Marx Date: October 11, 2017 |
State of New York )) ss.:County of New York )
On the 11th of October in the year 2017 before me, the undersigned, personally appeared Daniel R. Marx, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary-------------------------JANE A. SINGLETARYNOTARY PUBLIC - State of New YorkNo. 01SI5063837Qualified in New York CountyCommission Expires 7/29/2018 |