SEC Form 4 · accession 0000884905-18-000079

PRAXAIR INC · PX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Stephen F Angel

Officer — Chairman, President & CEO · Director

Period of report

Oct 31, 2018

Accepted (ET)

Nov 1, 2018 · 6:36 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000884905

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Oct 31, 2018	D	2,268	$0.00	D	I	In trust for children
Common Stock^F1	Oct 31, 2018	D	68,384	$0.00	D	I	Grantor Retained Annuity Trusts
Common Stock^F1	Oct 31, 2018	D	39,285	$0.00	D	I	Angel Descendants Trust
Common Stock^F1	Oct 31, 2018	D	7,746	$0.00	D	I	2012 Descendants Trust
Common Stock^F1	Oct 31, 2018	D	9,362	$0.00	D	I	401(k)
Common Stock^F1	Oct 31, 2018	D	171,083	$0.00	D	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F2	$0.00	Oct 31, 2018	D	38,270	D	—	—	Common Stock	38,270	D
Restricted Stock Units^F3	$0.00	Oct 31, 2018	D	29,580	D	—	—	Common Stock	29,580	D
Restricted Stock Units^F4	$0.00	Oct 31, 2018	D	47,632	D	—	—	Common Stock	47,632	D
Restricted Stock Units^F3	$0.00	Oct 31, 2018	D	30,215	D	—	—	Common Stock	30,215	D
Restricted Stock Units^F4	$0.00	Oct 31, 2018	D	32,580	D	—	—	Common Stock	32,580	D
Stock Option (right to buy)^F5	$97.84	Oct 31, 2018	D	218,175	D	—	Feb 22, 2021	Common Stock	218,175	D
Stock Option (right to buy)^F5	$109.68	Oct 31, 2018	D	236,510	D	—	Feb 28, 2022	Common Stock	236,510	D
Stock Option (right to buy)^F5	$110.58	Oct 31, 2018	D	187,015	D	—	Feb 26, 2023	Common Stock	187,015	D
Stock Option (right to buy)^F5	$128.80	Oct 31, 2018	D	203,930	D	—	Feb 25, 2024	Common Stock	203,930	D
Stock Option (right to buy)^F5	$128.38	Oct 31, 2018	D	261,075	D	—	Feb 24, 2025	Common Stock	261,075	D
Stock Option (right to buy)^F6	$102.22	Oct 31, 2018	D	416,355	D	—	Feb 23, 2026	Common Stock	416,355	D
Stock Option (right to buy)^F7	$118.71	Oct 31, 2018	D	435,850	D	—	Feb 28, 2027	Common Stock	435,850	D
Stock Option (right to buy)^F8	$154.00	Oct 31, 2018	D	318,780	D	—	Feb 27, 2028	Common Stock	318,780	D
Deferred Stock Units^F9,F10	$0.00	Oct 31, 2018	D	73,998	D	—	—	Common Stock	248	D

Explanation of responses

F1Reflects the disposition of Praxair common stock in connection with the consummation of the transactions contemplated by the Business Combination Agreement (the "BCA") dated as of June 1, 2017, by and among Linde Aktiengesellschaft, Praxair, Inc., a Delaware corporation (the "Company"), Linde plc, Zamalight Holdco LLC, and Zamalight Subco, Inc. (the "Business Combination"). In connection with the Business Combination, Praxair, Inc. became an indirect wholly-owned subsidiary of Linde plc, and each share of Praxair Common Stock, par value $0.01 per share, was exchanged for one Ordinary Share of Linde plc.
F10Deferred stock units ("DSUs") acquired under the Praxair Compensation Deferral Plan ("Deferral Plan"). In connection with the BCA, the DSUs have been converted into DSUs of Linde plc Ordinary Shares on a one-for-one basis.
F2Restricted Stock Units that were previously awarded by Praxair, Inc. will vest 100% on February 27, 2021. In connection with the BCA, the RSUs have been converted into RSUs of Linde plc Ordinary Shares on a one-for-one basis.
F3Restricted Stock Units previously awarded by Praxair, Inc. on February 23, 2016 that will vest and payout on February 23, 2019. In connection with the BCA, the RSUs were converted to RSUs of Linde plc Ordinary Shares on a one-for-one basis.
F4Restricted Stock Units previously awarded by Praxair, Inc. on February 28, 2017 that will vest and payout on February 28, 2020. In connection with the BCA, the RSUs were converted to RSUs of Linde plc Ordinary Shares on a one-for-one basis.
F5This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant. and was fully vested and exercisable. In accordance with the Business Combination Agreement, each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option.
F6This options vests over three years in three consecutive equal annual installments beginning on February 23, 2017. In accordance with the Buiness Combination Agreement , each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option.
F7This option vests over three years in three consecutive equal annual installments beginning on February 28, 2018. In accordance with the Business Combination Agreement, each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option.
F8This option vests over three years in three consecutive equal annual installments beginning on February 27, 2019. In accordance with the Business Combination Agreement, each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option.
F9Conversion to Praxair Common Stock is on a 1-for-1 basis.