SEC Form 3 filed by new insider Baker Hughes Co
$BKR
Oil and Gas Field Machinery
Consumer Discretionary
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/31/2026 | 3. Issuer Name and Ticker or Trading Symbol
HMH Holding Inc [ HMH ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: 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 | ||||
| B.V. Voting Class A Shares | (1)(2)(4) | (1)(2)(4) | Class A common stock | 50(1)(2)(4) | (1)(2)(4) | I | See Footnotes(1)(2)(3)(4)(5) |
| B.V. Voting Class B Shares | (1)(2)(4) | (1)(2)(4) | Class A common stock | 50(1)(2)(4) | (1)(2)(4) | I | See Footnotes(1)(2)(3)(4)(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 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, holds 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 Holdings LLC and Baker Hughes Company 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), it is anticipated that the following transactions will occur: first, HMH B.V., the predecessor entity to the Issuer that will become a subsidiary of the Issuer in connection with the aforementioned corporate reorganization and the Issuer's IPO, will undergo a stock split, after which Baker Hughes will hold additional |
| 2. (Continued from footnote 1) B.V. Voting Class B Shares and additional B.V. Voting Class A Shares (through Baker Hughes Holdings LLC); second, HMH B.V. will recapitalize to convert (i) a portion of its B.V. Voting Class A Shares to non-voting Class A ordinary shares (the "B.V. Non-Voting Class A Shares") and (ii) a portion of its 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 will sell the remaining B.V. Voting Class B Shares held by it and the remaining B.V. Voting Class A Shares held by it, to the Issuer in exchange for cash and (ii) Baker Hughes Holdings LLC will receive shares of Class B common stock of the Issuer (the "Issuer Class B Shares") in exchange for relinquishing voting rights on its remaining B.V. Voting Class B Shares and B.V. Voting Class A Shares, that were recapitalized into B.V. Non-Voting Class B Shares and B.V. Non-Voting Class A Shares, respectively. |
| 3. Baker Hughes Company has an indirect pecuniary interest in the securities held by 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, to be dated on or about April 2, 2026, by and among the Issuer, HMH B.V. and the other parties thereto, Baker Hughes will have 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. |
| By: /s/ Fernando Contreras, Vice President - Chief Compliance Officer and Corporate Secretary of Baker Hughes Company | 03/31/2026 | |
| By: /s/ Fernando Contreras, Vice President - Chief Compliance Officer and Corporate Secretary of Baker Hughes Holdings LLC | 03/31/2026 | |
| ** 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 Number. | ||
| * Form 3: SEC 1473 (03-26) | ||