SEC Form 4 · accession 0001209191-15-002592
CHART INDUSTRIES INC · GTLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel F Thomas
Officer — Chairman, CEO and President · Director
Period of report
Jan 2, 2015
Accepted (ET)
Jan 6, 2015 · 7:27 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000892553
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2 | Jan 2, 2015 | A | 17,270 | $0.00 | A | 46,484 | D | |
| Common Stock, par value $0.01 per shareF3,F4 | Jan 2, 2015 | F | 402 | $34.27 | D | 46,082 | D | |
| Common Stock, par value $0.01 per shareF5,F4 | Jan 3, 2015 | M | 5,329 | $0.00 | A | 51,411 | D | |
| Common Stock, par value $0.01 per shareF6,F4 | Jan 3, 2015 | F | 1,624 | $34.27 | D | 49,787 | D | |
| Common Stock, par value $0.01 per shareF7 | holding | — | — | — | 28,275 | I | By spouse | |
| Common Stock, par value $0.01 per shareF7,F8 | holding | — | — | — | 48,020 | I | By Trusts | |
| Common Stock, par value $0.01 per shareF7,F9 | holding | — | — | — | 36,000 | I | By Trust | |
| Common Stock, par value $0.01 per shareF7,F10 | holding | — | — | — | 54,000 | I | By Trust | |
| Common Stock, par value $0.01 per shareF7,F11 | holding | — | — | — | 46,000 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF18 | $0.00 | Jan 3, 2015 | M | 5,329 | D | — | Jan 3, 2015 | Common Stock | 5,329 | 0 | D |
| Stock Option (Right to Buy)F23 | $34.27 | Jan 2, 2015 | A | 58,630 | A | — | Jan 2, 2025 | Common Stock | 58,630 | 58,630 | D |
| Stock Option (Right to Buy)F7,F12 | $27.74 | holding | — | — | — | — | Aug 2, 2017 | Common Stock | 18,300 | 18,300 | D |
| Stock Option (Right to Buy)F7,F13 | $30.95 | holding | — | — | — | — | Jan 2, 2018 | Common Stock | 18,950 | 18,950 | D |
| Stock Option (Right to Buy)F7,F14 | $11.00 | holding | — | — | — | — | Jan 2, 2019 | Common stock | 50,000 | 50,000 | D |
| Stock Option (Right to Buy)F7,F15 | $17.03 | holding | — | — | — | — | Jan 4, 2020 | Common Stock | 47,170 | 47,170 | D |
| Stock Option (Right to Buy)F7,F16 | $36.45 | holding | — | — | — | — | Jan 3, 2021 | Common Stock | 33,070 | 33,070 | D |
| Stock Option (Right to Buy)F7,F17 | $55.93 | holding | — | — | — | — | Jan 3, 2022 | Common Stock | 21,410 | 21,410 | D |
| Stock Option (Right to Buy)F7,F19 | $68.21 | holding | — | — | — | — | Jan 2, 2023 | Common Stock | 19,470 | 19,470 | D |
| Restricted Stock UnitF7,F20 | $0.00 | holding | — | — | — | — | Jan 2, 2016 | Common Stock | 11,650 | 11,650 | D |
| Stock Option (Right to Buy)F7,F21 | $93.34 | holding | — | — | — | — | Jan 2, 2024 | Common Stock | 17,880 | 17,880 | D |
| Restricted Stock UnitF7,F22 | $0.00 | holding | — | — | — | — | Jan 2, 2017 | Common Stock | 9,720 | 9,720 | D |
Explanation of responses
- F1These Restricted Share Units were granted on January 2, 2015 pursuant to the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. Shares of Company common stock will be issued with respect to one-third (1/3) of the total number of shares on each of the first three anniversaries of the date of grant, subject to tax withholding requirements.
- F10Held by trust for the benefit of the reporting person's family members, including his spouse. The reporting person disclaims beneficial ownership of the shares held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trust's shares for purposes of Section 16 or for any other purpose.
- F11Held by trust for the benefit of the reporting person's family members, including the reporting person.
- F12These options were granted on August 2, 2007 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
- F13These options were granted on January 2, 2008 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
- F14These options were granted on January 2, 2009 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
- F15These options were granted on January 4, 2010 pursuant to the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
- F16These options were granted on January 3, 2011 pursuant to the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
- F17These options were granted on January 3, 2012 pursuant to the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
- F18This LRSU award was granted on January 3, 2012 pursuant to a Leveraged Restricted Share Unit Agreement under the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The minimum number of shares of Company common stock that could be issued at payment is 50% of the grant amount of LRSUs, and the maximum number of shares of Company common stock that could be issued at payment is 150% of the grant amount of LRSUs. This LRSU award was originally reported at target performance levels comprising 8,840 shares, but only 5,329 shares vested, which reflects actual performance under the LRSU award agreement.
- F19These options were granted on January 2, 2013 pursuant to the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
- F217,270 shares of the total amount beneficially owned were granted on January 2, 2015, pursuant to a Restricted Share Unit Agreement under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3 subject to restriction.
- F20These LRSUs were granted on January 2, 2013 pursuant to a Leveraged Restricted Share Unit Agreement under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. Shares of Company common stock will be issued following the vesting of the LRSUs on the third anniversary of the date of grant. The minimum number of shares of Company common stock that will be issued at payment is 50% of the grant amount of LRSUs, and the maximum number of shares of Company common stock that will be issued at payment is 150% of the grant amount of LRSUs.
- F21These options were granted on January 2, 2014 pursuant to the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
- F22These LRSUs were granted on January 2, 2014 pursuant to a Leveraged Restricted Share Unit Agreement under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. Shares of Company common stock will be issued following the vesting of the LRSUs on the third anniversary of the date of grant. The minimum number of shares of Company common stock that will be issued at payment is 50% of the grant amount of LRSUs, and the maximum number of shares of Company common stock that will be issued at payment is 150% of the grant amount of LRSUs.
- F23These options were granted on January 2, 2015 pursuant to the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
- F3Upon grant of the restricted share unit award, the reporting person surrendered 402 shares subject to the restricted share unit award to satisfy tax withholding liabilities associated with the award, in an exempt transaction under Rule 16b-3.
- F416,868 shares of the total amount beneficially owned were granted on January 2, 2015, pursuant to a Restricted Share Unit Agreement under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3 and remain subject to restriction.
- F5These shares represent vesting of Leveraged Restricted Share Units (LRSUs) granted on January 3, 2012 pursuant to a Leveraged Restricted Share Unit Agreement under the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. This LRSU award was originally reported at target performance levels comprising 8,840 shares, but only 5,329 shares vested and will be paid in shares of Company common stock, which reflects actual performance under the LRSU award agreement.
- F6The reporting person surrendered 1,624 shares upon the vesting of LRSUs, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.
- F7No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5.
- F8Held by trusts for the benefit of the reporting person's family member. The reporting person disclaims beneficial ownership of the shares held by the trusts, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trusts' shares for purposes of Section 16 or for any other purpose.
- F9Held by trust, with spouse as trustee, for the benefit of the reporting person's family member. The reporting person disclaims beneficial ownership of the shares held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trust's shares for purposes of Section 16 or for any other purpose.