SEC Form 4 · accession 0001209191-16-089420
CHART INDUSTRIES INC · GTLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael F Biehl
Officer — Executive VP and CFO
Period of report
Jan 2, 2016
Accepted (ET)
Jan 5, 2016 · 7:38 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, 2016 | F | 383 | $17.96 | D | 13,481 | D | |
| Common Stock, par value $0.01 per shareF3,F2 | Jan 2, 2016 | M | 1,435 | $0.00 | A | 14,916 | D | |
| Common Stock, par value $0.01 per shareF4,F2 | Jan 2, 2016 | F | 548 | $17.96 | D | 14,368 | D | |
| Common Stock, par value $0.01 per shareF5,F6 | Jan 4, 2016 | A | 10,240 | $0.00 | A | 24,608 | D | |
| Common Stock, par value $0.01 per shareF7,F8 | Jan 4, 2016 | F | 501 | $17.72 | D | 24,107 | D | |
| Common Stock, par value $0.01 per shareF9,F10 | 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 UnitF15 | $0.00 | Jan 2, 2016 | M | 1,435 | D | — | Jan 2, 2016 | Common Stock | 1,435 | 0 | D |
| Stock Option (Right to Buy)F19 | $17.72 | Jan 4, 2016 | A | 34,300 | A | — | Jan 4, 2026 | Common Stock | 34,300 | 34,300 | D |
| Stock Option (Right to Buy)F9,F11 | $17.03 | holding | — | — | — | — | Jan 4, 2020 | Common Stock | 2,750 | 2,750 | D |
| Stock Option (Right to Buy)F9,F12 | $36.45 | holding | — | — | — | — | Jan 3, 2021 | Common Stock | 3,620 | 3,620 | D |
| Stock Option (Right to Buy)F9,F13 | $55.93 | holding | — | — | — | — | Jan 3, 2022 | Common Stock | 4,380 | 4,380 | D |
| Stock Option (Right to Buy)F9,F14 | $68.21 | holding | — | — | — | — | Jan 2, 2023 | Common Stock | 4,800 | 4,800 | D |
| Stock Option (Right to Buy)F9,F16 | $93.34 | holding | — | — | — | — | Jan 2, 2024 | Common Stock | 4,500 | 4,500 | D |
| Restricted Stock UnitF9,F17 | $0.00 | holding | — | — | — | — | Jan 2, 2017 | Common Stock | 2,450 | 2,450 | D |
| Stock Option (Right to Buy)F9,F18 | $34.27 | holding | — | — | — | — | Jan 2, 2025 | Common Stock | 15,740 | 15,740 | D |
Explanation of responses
- F1The reporting person surrendered 383 shares upon the vesting of 1,341 restricted share units, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.
- F10The 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.
- F11These 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.
- F12These 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.
- F13These 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.
- F14These 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.
- F15This LRSU award was 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. 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 2,870 shares, but only 1,435 shares vested, which reflects actual performance under the LRSU award agreement.
- F16These 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.
- F17These 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.
- F18These 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.
- F19These options were granted on January 4, 2016 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.
- F23,087 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 the vesting of Leveraged Restricted Share Units ("LRSUs") granted on January 2, 2013, under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan, that have vested and are paid out in shares of common stock. 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 2,870 shares, but only 1,435 shares vested, which reflects actual performance under the LRSU award agreement.
- F4The reporting person surrendered 548 shares upon the vesting of LRSUs, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.
- F5These Restricted Share Units were granted on January 4, 2016 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.
- F610,240 and 3,087 shares of the total amount beneficially owned were granted on January 4, 2016 and January 2, 2015, respectively, pursuant to restricted share unit agreements 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.
- F7Upon grant of the restricted share unit award, the reporting person surrendered 501 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.
- F89,739 and 3,087 shares of the total amount beneficially owned were granted on January 4, 2016 and January 2, 2015, respectively, pursuant to restricted share unit agreements 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.
- F9No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5.