SEC Form 4 · accession 0001209191-15-002593
CHART INDUSTRIES INC · GTLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael F Biehl
Officer — Executive VP, CFO & Treasurer
Period of report
Jan 2, 2015
Accepted (ET)
Jan 6, 2015 · 7:29 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 | 4,630 | $0.00 | A | 10,781 | D | |
| Common Stock, par value $0.01 per shareF3,F2 | Jan 3, 2015 | M | 1,452 | $0.00 | A | 12,233 | D | |
| Common Stock, par value $0.01 per shareF4,F2 | Jan 3, 2015 | F | 554 | $34.27 | D | 11,679 | D | |
| Common Stock, par value $0.01 per shareF5,F6 | holding | — | — | — | 15,500 | I | By spouse as Trustee for the Eileen M. Biehl Declaration of 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 UnitF10 | $0.00 | Jan 3, 2015 | M | 1,452 | D | — | Jan 3, 2015 | Common Stock | 1,452 | 0 | D |
| Stock Option (Right to Buy)F15 | $34.27 | Jan 2, 2015 | A | 15,740 | A | — | Jan 2, 2025 | Common Stock | 15,740 | 15,740 | D |
| Stock Option (Right to Buy)F5,F7 | $17.03 | holding | — | — | — | — | Jan 4, 2020 | Common Stock | 2,750 | 2,750 | D |
| Stock Option (Right to Buy)F5,F8 | $36.45 | holding | — | — | — | — | Jan 3, 2021 | Common Stock | 3,620 | 3,620 | D |
| Stock Option (Right to Buy)F5,F9 | $55.93 | holding | — | — | — | — | Jan 3, 2022 | Common Stock | 4,380 | 4,380 | D |
| Stock Option (Right to Buy)F5,F11 | $68.21 | holding | — | — | — | — | Jan 2, 2023 | Common Stock | 4,800 | 4,800 | D |
| Restricted Stock UnitF5,F12 | $0.00 | holding | — | — | — | — | Jan 2, 2016 | Common Stock | 2,870 | 2,870 | D |
| Stock Option (Right to Buy)F5,F13 | $93.34 | holding | — | — | — | — | Jan 2, 2024 | Common Stock | 4,500 | 4,500 | D |
| Restricted Stock UnitF5,F14 | $0.00 | holding | — | — | — | — | Jan 2, 2017 | Common Stock | 2,450 | 2,450 | 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.
- F10This 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 2,410 shares, but only 1,452 shares vested, which reflects actual performance under the LRSU award agreement.
- F11These 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.
- F12These 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.
- F13These 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.
- F14These 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.
- F15These 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.
- F24,630 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.
- F3These 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. The LRSU award was originally reported at target performance levels comprising 2,410 shares, but only 1,452 shares vested and will be paid in shares of Company common stock, which reflects actual performance under the LRSU agreement.
- F4The reporting person surrendered 554 shares upon the vesting of LRSUs, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.
- F5No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5.
- F6The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F7These 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.
- F8These 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.
- F9These 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.