8-KOther Events

GENERAL ELECTRIC CO 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Oct 23, 2015)

Filed October 23, 2015For Securities:GE

Summary

General Electric Company (GE) filed an 8-K on October 23, 2015, to report a potential temporary suspension of trading in GE securities for its directors and executive officers. This potential blackout period is a consequence of GE's split-off of Synchrony Financial, specifically the "Synchrony Exchange Offer" which commenced on October 19, 2015. If a significant portion of GE benefit plan participants (50% or more in the U.S.) elect to exchange their GE shares held within these plans for Synchrony Financial shares, a trading restriction, known as a 'blackout period,' may be imposed under Sarbanes-Oxley Act regulations.

Key Highlights

  • 1GE announced a potential trading blackout for directors and officers due to the Synchrony Financial split-off.
  • 2The blackout is contingent upon employee participation in the Synchrony Exchange Offer.
  • 3If imposed, the blackout period would restrict trading of GE securities by affected individuals.
  • 4Participants in GE's Savings Plans may be unable to trade GE stock or obtain distributions/loans during the blackout.
  • 5The blackout period could last longer than three consecutive business days.
  • 6Affected individuals can still participate in the Synchrony Exchange Offer during the blackout.
  • 7GE will provide notice of the blackout and information on its duration upon request.

Frequently Asked Questions

This 8-K filing is to inform investors and the public that General Electric Company (GE) may impose a temporary trading blackout on its directors and executive officers. This is due to the potential impact of the Synchrony Financial split-off and an associated exchange offer on GE's employee benefit plans.

The potential trading blackout affects GE's directors and officers who are subject to Section 16 of the Securities Exchange Act of 1934. It also impacts participants in GE's various individual account plans (Savings Plans) if they elect to exchange their GE shares held within those plans as part of the Synchrony Exchange Offer.

The trading blackout is triggered if 50% or more of the participants or beneficiaries in GE's U.S.-based individual account retirement plans choose to direct their trustee to exchange GE shares held in their accounts for Synchrony Financial shares through the Synchrony Exchange Offer.

During a blackout period, directors and Section 16 officers are generally prohibited from buying, selling, acquiring, or transferring GE securities or derivative securities related to GE securities that were acquired due to their service or employment. Participants in the Savings Plans may be unable to trade GE stock funds or obtain distributions or loans from those funds.