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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 (2) | 10/31/2018 | D(1) | 5,670 | (2) | (2) | Common Stock | 5,670 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 (3) | 10/31/2018 | D(1) | 3,174 | (3) | (3) | Common Stock | 3,174 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 (4) | 10/31/2018 | D(1) | 4,384 | (4) | (4) | Common Stock | 4,384 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 (3) | 10/31/2018 | D(1) | 3,246 | (3) | (3) | Common Stock | 3,246 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 (4) | 10/31/2018 | D(1) | 3,000 | (4) | (4) | Common Stock | 3,000 | $ 0 | 0 | D | ||||
| Stock Option (right to buy) | $ 109.68 | 10/31/2018 | D(1) | 2,560 | (5) | 02/28/2022 | Common Stock | 2,560 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $ 110.58 | 10/31/2018 | D(1) | 4,860 | (5) | 02/26/2023 | Common Stock | 4,860 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $ 128.8 | 10/31/2018 | D(1) | 7,465 | (5) | 02/25/2024 | Common Stock | 7,465 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $ 128.38 | 10/31/2018 | D(1) | 21,190 | (5) | 02/24/2025 | Common Stock | 21,190 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $ 102.22 | 10/31/2018 | D(1) | 44,665 | (6) | 02/23/2026 | Common Stock | 44,665 | (6) | 0 | D | ||||
| Stock Option (right to buy) | $ 118.71 | 10/31/2018 | D(1) | 40,100 | (7) | 02/28/2027 | Common Stock | 40,100 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $ 154 | 10/31/2018 | D(1) | 38,800 | (8) | 02/27/2028 | Common Stock | 38,800 | (8) | 0 | D | ||||
| Deferred Stock Units | $ 0 (9) | 10/31/2018 | D(1) | 251.307 | (10) | (10) | Common Stock | 251.307 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Bichara Guillermo C/O PRAXAIR, INC. 10 RIVERVIEW DRIVE DANBURY, CT 06810 |
VP, General Counsel & Secty | |||
| Anthony M. Pepper, Attorney-in-Fact | 11/02/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reflects the disposition of Praxair common stock in connection with the consummation of the transactions contemplated by the Business Combination Agreement (the "BCA") dated as of June 1, 2017, by and among Linde Aktiengesellschaft, Praxair, Inc., a Delaware corporation (the "Company"), Linde plc, Zamalight Holdco LLC, and Zamalight Subco, Inc. (the "Business Combination"). In connection with the BCA, Praxair, Inc. became an indirect wholly-owned subsidiary of Linde plc, and each share of Praxair Common Stock, par value $0.01 per share, was exchanged for one Ordinary Share of Linde plc. |
| (2) | Restricted Stock Units ("RSUs") that were previously awarded by Praxair, Inc. will vest 100% on February 27, 2021. In connection with the BCA, the RSUs have been converted into RSUs of Linde plc Ordinary Shares on a one-for-one basis. |
| (3) | Restricted Stock Units previously awarded by Praxair, Inc. on February 23, 2016 that will vest and payout on February 23, 2019. In connection with the BCA, the RSUs were converted to RSUs of Linde plc Ordinary Shares on a one-for-one basis. |
| (4) | Restricted Stock Units previously awarded by Praxair, Inc. on February 28, 2017 that will vest and payout on February 28, 2020. In connection with the BCA, the RSUs were converted to RSUs of Linde plc Ordinary Shares on a one-for-one basis. |
| (5) | This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant. and was fully vested and exercisable. In accordance with the Business Combination Agreement, each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option. |
| (6) | This options vests over three years in three consecutive equal annual installments beginning on February 23, 2017. In accordance with the Buiness Combination Agreement , each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option. |
| (7) | This option vests over three years in three consecutive equal annual installments beginning on February 28, 2018. In accordance with the Business Combination Agreement, each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option. |
| (8) | This option vests over three years in three consecutive equal annual installments beginning on February 27, 2019. In accordance with the Business Combination Agreement, each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option. |
| (9) | Conversion to Praxair Common Stock is on a l-for-1 basis. |
| (10) | Deferred stock units ("DSUs") acquired by the reporting person under the Praxair, Inc. Compensation Deferral Plan ("Deferral Plan"). In connection with the BCA, the DSUs have been converted into DSUs of Linde plc Ordinary Shares on a one-for-one basis. |