Sec Form 4 Filing - Gonzalez Rachel A @ GE Vernova Inc. - 2024-04-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Gonzalez Rachel A
2. Issuer Name and Ticker or Trading Symbol
GE Vernova Inc. [ GEV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel
(Last) (First) (Middle)
58 CHARLES STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2024
(Street)
CAMBRIDGE, MA02141
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 1 ) 04/02/2024 A 23,813 ( 2 ) ( 2 ) Common stock, par value $0.01 per share 23,813 ( 3 ) 23,813 D
Restricted Stock Units ( 1 ) 04/02/2024 A 29,704 ( 4 ) ( 4 ) Common stock, par value $0.01 per share 29,704 ( 3 ) 29,704 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gonzalez Rachel A
58 CHARLES STREET
CAMBRIDGE, MA02141
General Counsel
Signatures
/s/ Richmond Glasgow, VP, Chief Corporate Counsel & Deputy Secretary, as attorney-in-fact 04/04/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents the right to receive, at settlement, one share of GE Vernova Inc. ("GE Vernova") common stock.
( 2 )Represents an award of restricted stock units with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the Spin-Off (as defined below). Such equity incentive awards were previously granted by General Electric Company ("GE") to the reporting person, of which 50% will vest on April 3, 2025 and 50% will vest on April 3, 2026.
( 3 )The transactions reported herein are the result of the consummation on April 2, 2024 of the distribution of all of the shares of common stock of GE Vernova by GE to holders of GE common stock on a pro rata basis (the "Spin-Off"). These transactions are voluntarily reported notwithstanding the exemption provided by Rule 16a-9.
( 4 )Represents an award of restricted stock units with respect to GE Vernova common stock that resulted from the conversion of certain performance-based equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, which will vest in full on March 1, 2026. The performance criteria for these equity incentive awards have been certified in connection with the Spin-Off by GE's Management Development & Compensation Committee.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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