SEC Form 4 · accession 0001209191-15-002594
CHART INDUSTRIES INC · GTLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew J Klaben
Officer — VP, General Counsel and Sec.
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 | 2,730 | $0.00 | A | 26,931 | D | |
| Common Stock, par value $0.01 per shareF3,F2 | Jan 3, 2015 | M | 747 | $0.00 | A | 27,678 | D | |
| Common Stock, par value $0.01 per shareF4,F2 | Jan 3, 2015 | F | 289 | $34.27 | D | 27,389 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF11 | $0.00 | Jan 3, 2015 | M | 747 | D | — | Jan 3, 2015 | Common Stock | 747 | 0 | D |
| Stock Option (Right to Buy)F16 | $34.27 | Jan 2, 2015 | A | 9,290 | A | — | Jan 2, 2025 | Common Stock | 9,290 | 9,290 | D |
| Stock Option (Right to Buy)F5,F6 | $30.95 | holding | — | — | — | — | Jan 2, 2018 | Common Stock | 3,020 | 3,020 | D |
| Stock Option (Right to Buy)F5,F7 | $11.00 | holding | — | — | — | — | Jan 2, 2019 | Common stock | 5,210 | 5,210 | D |
| Stock Option (Right to Buy)F5,F8 | $17.03 | holding | — | — | — | — | Jan 4, 2020 | Common Stock | 5,730 | 5,730 | D |
| Stock Option (Right to Buy)F5,F9 | $36.45 | holding | — | — | — | — | Jan 3, 2021 | Common Stock | 3,560 | 3,560 | D |
| Stock Option (Right to Buy)F5,F10 | $55.93 | holding | — | — | — | — | Jan 3, 2022 | Common Stock | 3,000 | 3,000 | D |
| Stock Option (Right to Buy)F5,F12 | $68.21 | holding | — | — | — | — | Jan 2, 2023 | Common Stock | 2,800 | 2,800 | D |
| Restricted Stock UnitF5,F13 | $0.00 | holding | — | — | — | — | Jan 2, 2016 | Common Stock | 1,670 | 1,670 | D |
| Stock Option (Right to Buy)F5,F14 | $93.34 | holding | — | — | — | — | Jan 2, 2024 | Common Stock | 2,590 | 2,590 | D |
| Restricted Stock UnitF5,F15 | $0.00 | holding | — | — | — | — | Jan 2, 2017 | Common Stock | 1,400 | 1,400 | 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.
- F10These options were granted on January 3, 2012 pursuant to the 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.
- F11This 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 1,240 shares, but only 747 shares vested, which reflects actual performance under the LRSU award agreement.
- F12These options were granted on January 2, 2013 pursuant to the 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.
- F13These 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.
- F14These 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.
- F15These 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.
- F16These 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.
- F22,730 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 1,240 shares, but only 747 shares vested and will be paid in shares of Company common stock, which reflects actual performance under the LRSU agreement.
- F4The reporting person surrendered 289 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.
- F6These 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.
- F7These 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.
- F8These options were granted on January 4, 2010 pursuant to the 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, 2011 pursuant to the 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.