SEC FORM 4 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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X
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*
GENERAL ELECTRIC CO

(Last) (First) (Middle)
41 FARNSWORTH STREET

(Street)
BOSTON MA 02210

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP [ WAB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2019
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(1)(2) 08/09/2019 S 16,969,692 D $70.325 2,048,515 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
Series A Non-voting Convertible Preferred Stock (3) 08/09/2019 S 1,219.9922 (1) (1) Common Stock 3,515,464 $202,644.7506 0 D
Explanation of Responses:
1. Prior to the sales reported on this Form 4, the shares of issuer common stock and non-voting convertible preferred stock had been subject to the terms of a Shareholders Agreement entered into between the reporting person and the issuer on February 25, 2019, which, among other things, (i) restricted the reporting person from selling or otherwise disposing of any shares of issuer common and non-voting convertible preferred stock during specified time periods and (ii) required the reporting person to sell, transfer or otherwise divest all shares of issuer common stock and non-voting convertible preferred stock by no later than February 25, 2022.
2. In connection with the sales reported on this Form 4, (x) the reporting person granted to certain underwriters a 30-day option period to purchase from the reporting person up to an additional 2,048,515 shares of issuer common stock, (y) the issuer agreed to waive any restrictions under the Shareholders Agreement on the reporting person's ability to sell, transfer or otherwise divest its remaining 2,048,515 shares of issuer common stock, and (z) the reporting person has agreed to sell, transfer or otherwise divest such shares of issuer common stock by December 31, 2019, to the extent such underwriters do not exercise their option to purchase such shares in full.
3. The non-voting convertible preferred stock automatically converts (and is not otherwise convertible other than) upon a transfer by the reporting person to a third party. The conversion rate is equal to 2,881.5464 shares of issuer common stock for each share of issuer convertible preferred stock.
/s/ Christoph A. Pereira, Vice President, Chief Risk Officer and Chief Corporate Counsel on behalf of General Electric Company 08/12/2019
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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