SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CULP H LAWRENCE JR

(Last) (First) (Middle)
500 W. MONROE STREET

(Street)
CHICAGO IL 60661

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GE HealthCare Technologies Inc. [ GEHC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common stock, par value $0.01 per share 01/03/2023 A 70,403(1) A (1) 70,403 I By holding company
Common stock, par value $0.01 per share 01/03/2023 A 524(1) A (1) 524 I By family trusts
Common stock, par value $0.01 per share 01/03/2023 A 580,959(1)(2)(3) A (1) 580,959 D
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 (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 Securities Underlying Derivative Security (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: 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
Deferred Fee Phantom Stock Units (4) 01/03/2023 A 588 (5) (5) Common stock, par value $0.01 per share 588 (1) 588 D
Explanation of Responses:
1. The transactions reported herein are the result of the consummation on January 3, 2023 of the distribution of approximately 80.1% of the shares of common stock of GE HealthCare Technologies Inc. ("GE HealthCare") by General Electric Company ("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.
2. Represents performance shares that will vest, subject to continued service conditions and accelerated vesting in certain circumstances, based upon a weighted-average of the highest average closing price of GE's common stock and GE HealthCare's common stock for any 30 consecutive trading days during the performance period from January 3, 2023 to August 17, 2025: one-third of the performance shares will be eligible to vest upon achieving a stock price equal to 150% (the "threshold target") of the average of the closing prices of GE's common stock over the period of 30 consecutive trading days up to and including August 18, 2020 (the "30-day average price"), two-thirds of the performance shares will be eligible to vest upon achieving a stock price equal to 200% of the 30-day average price and all of the performance shares will be eligible to vest upon achieving a stock price equal to 250% (the "maximum target") of the 30-day average price.
3. No performance shares will vest below the threshold target, and the amount of performance shares that vest between the threshold target and maximum target will be determined by linear interpolation.
4. Each unit of phantom stock is the economic equivalent of one share of common stock of GE HealthCare.
5. Award of phantom stock with respect to common stock of GE HealthCare resulting from the conversion of certain equity incentive awards previously granted by GE as a result of the Spin-Off. Each award is payable beginning one year after termination of service of the reporting person. This transaction is voluntarily reported notwithstanding the exemption provided by Rule 16a-9.
Remarks:
/s/ Frank R. Jimenez, General Counsel and Corporate Secretary, as attorney-in-fact 01/05/2023
** 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 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).
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