SEC Form 4 · accession 0001209191-17-001631
CHART INDUSTRIES INC · GTLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth J Webster
Officer — Vice President and CFO
Period of report
Jan 2, 2017
Accepted (ET)
Jan 4, 2017 · 9:08 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, 2017 | F | 148 | $36.02 | D | 15,470 | D | |
| Common Stock, par value $0.01 per shareF3,F2 | Jan 2, 2017 | M | 325 | $0.00 | A | 15,795 | D | |
| Common Stock, par value $0.01 per shareF4,F2 | Jan 2, 2017 | F | 124 | $36.02 | D | 15,671 | D | |
| Common Stock, par value $0.01 per shareF5,F6 | Jan 3, 2017 | A | 3,850 | $0.00 | A | 19,521 | 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 UnitF13 | $0.00 | Jan 2, 2017 | M | 325 | D | — | Jan 2, 2017 | Common Stock | 325 | 0 | D |
| Stock Option (Right to Buy)F16 | $36.93 | Jan 3, 2017 | A | 12,900 | A | — | Jan 3, 2027 | Common Stock | 12,900 | 12,900 | D |
| Stock Option (Right to Buy)F7,F8 | $17.03 | holding | — | — | — | — | Jan 4, 2020 | Common Stock | 965 | 965 | D |
| Stock Option (Right to Buy)F7,F9 | $36.45 | holding | — | — | — | — | Jan 3, 2021 | Common Stock | 2,590 | 2,590 | D |
| Stock Option (Right to Buy)F7,F10 | $55.93 | holding | — | — | — | — | Jan 3, 2022 | Common Stock | 1,520 | 1,520 | D |
| Stock Option (Right to Buy)F7,F11 | $68.21 | holding | — | — | — | — | Jan 2, 2023 | Common Stock | 1,310 | 1,310 | D |
| Stock Option (Right to Buy)F7,F12 | $93.34 | holding | — | — | — | — | Jan 2, 2024 | Common Stock | 1,200 | 1,200 | D |
| Stock Option (Right to Buy)F7,F14 | $34.27 | holding | — | — | — | — | Jan 2, 2025 | Common Stock | 3,950 | 3,950 | D |
| Stock Option (Right to Buy)F7,F15 | $17.72 | holding | — | — | — | — | Jan 4, 2026 | Common Stock | 8,690 | 8,690 | D |
Explanation of responses
- F1The reporting person surrendered 148 shares upon the vesting of 387 restricted share units, which is one-third of the reporting person's January 2, 2015 restricted share unit award, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.
- F10These 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.
- 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 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.
- F13This LRSU award was granted on January 2, 2014 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 650 shares, but only 325 shares vested, which reflects actual performance under the LRSU award agreement.
- F14These 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.
- F15These 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.
- F16These options were granted on January 3, 2017 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.
- F23,900, 2,590 and 387 shares of the total amount beneficially owned were granted on April 15, 2016, 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.
- F3These shares represent vesting of Leveraged Restricted Share Units (LRSUs) granted on January 2, 2014 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 650 shares, but only 325 shares vested and will be paid in shares of Company common stock, which reflects actual performance under the LRSU award agreement.
- F4The reporting person surrendered 124 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 3, 2017 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.
- F63,850, 3,900, 2,590 and 387 and shares of the total amount beneficially owned were granted on January 3, 2017, April 15, 2016, 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.
- F7No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5.
- F8These 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.
- F9These 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.