| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LINDE PLC [ LIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/11/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 71,029 | I | 2010 Descendants Trust | |||||||
| Ordinary Shares | 20,517 | I | 2012 Descendants Trust | |||||||
| Ordinary Shares | 2,268 | I | In trust for children | |||||||
| Ordinary Shares | 10,945.135 | I | 401(k) | |||||||
| Ordinary Shares | 03/11/2024 | M | 1,381.433(1) | A | $0 | 375,837.937 | D | |||
| Ordinary Shares | 03/11/2024 | F | 111.384(2) | D | $465.29 | 375,726.553 | D | |||
| Ordinary Shares | 03/11/2024 | M | 1,616.226(1) | A | $0 | 377,342.779 | D | |||
| Ordinary Shares | 03/11/2024 | F | 598.004(2) | D | $465.29 | 376,744.775 | D | |||
| Ordinary Shares | 03/11/2024 | M | 1,412.346(1) | A | $0 | 378,157.121 | D | |||
| Ordinary Shares | 03/11/2024 | F | 522.569(2) | D | $465.29 | 377,634.552 | D | |||
| Ordinary Shares | 03/11/2024 | M | 3,995.012(1) | A | $0 | 381,629.564 | D | |||
| Ordinary Shares | 03/11/2024 | F | 1,478.155(2) | D | $465.29 | 380,151.409 | D | |||
| Ordinary Shares | 03/11/2024 | M | 3,203.636(1) | A | $0 | 383,355.045 | D | |||
| Ordinary Shares | 03/11/2024 | F | 1,185.346(2) | D | $465.29 | 382,169.699 | D | |||
| Ordinary Shares | 03/11/2024 | M | 3,271.872(1) | A | $0 | 385,441.571 | D | |||
| Ordinary Shares | 03/11/2024 | F | 1,210.593(2) | D | $465.29 | 384,230.978 | D | |||
| Ordinary Shares | 03/11/2024 | M | 4,848.158(3) | A | $0 | 389,079.136 | D | |||
| Ordinary Shares | 03/11/2024 | F | 1,793.819(2) | D | $465.29 | 387,285.317 | D | |||
| Ordinary Shares | 03/11/2024 | M | 2,388.174(3) | A | $0 | 389,673.491 | D | |||
| Ordinary Shares | 03/11/2024 | F | 883.625(2) | D | $465.29 | 388,789.866 | D | |||
| Ordinary Shares | 03/11/2024 | M | 4,236.527(3) | A | $0 | 393,026.393 | D | |||
| Ordinary Shares | 03/11/2024 | F | 1,567.515(2) | D | $465.29 | 391,458.878 | D | |||
| Ordinary Shares | 03/11/2024 | M | 2,290.563(3) | A | $0 | 393,749.441 | D | |||
| Ordinary Shares | 03/11/2024 | F | 847.509(2) | D | $465.29 | 392,901.932 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (4) | (4) | (4) | Ordinary Shares | 1,100 | 1,100 | D | ||||||||
| Restricted Stock Units | (5) | 03/11/2024 | M | 1,381.433 | (5) | (5) | Ordinary Shares | 1,381.433 | $0 | 0 | D | ||||
| Restricted Stock Units | (6) | 03/11/2024 | M | 1,412.346 | (6) | (6) | Ordinary Shares | 1,412.346 | $0 | 12,711.103 | D | ||||
| Restricted Stock Units | (7) | 03/11/2024 | M | 1,616.226 | (7) | (7) | Ordinary Shares | 1,616.226 | $0 | 12,929.787 | D | ||||
| Restricted Stock Units | $0 | (8) | (8) | Ordinary Shares | 12,670 | 12,670 | D | ||||||||
| Restricted Stock Units | (9) | 03/11/2024 | M | 3,995.012 | (9) | (9) | Ordinary Shares | 3,995.012 | $0 | 27,965.078 | D | ||||
| Restricted Stock Units | (10) | (10) | (10) | Ordinary Shares | 34,649.735 | 34,649.735 | D | ||||||||
| Restricted Stock Units | (11) | (11) | (11) | Ordinary Shares | 50,657.954 | 50,657.954 | D | ||||||||
| Restricted Stock Units | (12) | 03/11/2024 | M | 3,203.636 | (12) | (12) | Ordinary Shares | 3,203.636 | $0 | 28,832.746 | D | ||||
| Restricted Stock Units | (13) | 03/11/2024 | M | 3,271.872 | (13) | (13) | Ordinary Shares | 3,271.872 | $0 | 29,452.261 | D | ||||
| Stock Option (right to buy) | $253.68(14) | 03/08/2022(14) | 03/08/2031 | Ordinary Shares | 133,465 | 133,465 | D | ||||||||
| Stock Option (right to buy) | $176.63(15) | 03/20/2020(15) | 03/20/2029 | Ordinary Shares | 177,605 | 177,605 | D | ||||||||
| Stock Option (right to buy) | $173.13(16) | 03/09/2021(16) | 03/09/2030 | Ordinary Shares | 169,560 | 169,560 | D | ||||||||
| Stock Option (right to buy) | $154(17) | 02/27/2019(17) | 02/27/2028 | Ordinary Shares | 318,780 | 318,780 | D | ||||||||
| Stock Option (right to buy) | $118.71(18) | 02/28/2018(18) | 02/28/2027 | Ordinary Shares | 335,850 | 335,850 | D | ||||||||
| Performance Share Units | (19) | 03/11/2024 | M | 4,848.158 | (19) | (19) | Ordinary Shares | 4,848.158 | $0 | 38,785.267 | D | ||||
| Performance Share Units | (20) | 03/11/2024 | M | 2,388.174 | (20) | (20) | Ordinary Shares | 2,388.174 | $0 | 19,105.392 | D | ||||
| Performance Share Units | (21) | 03/11/2024 | M | 4,236.527 | (21) | (21) | Ordinary Shares | 4,236.527 | $0 | 38,128.752 | D | ||||
| Performance Share Units | (22) | 03/11/2024 | M | 2,290.563 | (22) | (22) | Ordinary Shares | 2,290.563 | $0 | 20,615.067 | D | ||||
| Deferred Stock Units | $0(23) | (24) | (24) | Ordinary Shares | 114,105.973 | 114,105.973 | D | ||||||||
| Explanation of Responses: |
| 1. Ordinary shares acquired pursuant to a partial installment payout of a restricted stock unit ("RSU") grant that has vested in full but whose payout has been deferred. |
| 2. Ordinary shares withheld from payouts to cover tax withholdings. |
| 3. Ordinary shares acquired pursuant to a partial installment payout of a performance share unit ("PSU") grant that has vested in full but whose payout has been deferred. |
| 4. The Restricted Stock Unit ("RSU") shall vest in full and payout in Ordinary Shares on a one-for-one basis one year after the March 7, 2024 date of grant, provided that the awardee serves on the Linde plc Board of Directors continuously through the vesting date, except under certain circumstances in which a pro-rata payout may be made. |
| 5. The Restricted Stock Unit ("RSU") shall vest in full and payout in Ordinary Shares on a one-for-one basis one year after the March 7, 2023 date of grant, provided that the awardee serves on the Linde plc Board of Directors continuously through the vesting date, except under certain circumstances in which a pro-rata payout may be made. |
| 6. Restricted Stock Units that have vested in full but whose payout has been deferred to a future date. |
| 7. Restricted Stock Units granted March 20, 2019, that have vested in full but whose payout has been deferred to a future date. |
| 8. Restricted Stock Unit award granted March 8, 2021, that has vested in full but whose payout has been deferred to a future date. |
| 9. Restricted Stock Units granted February 27, 2018, that have vested in full but whose payout has been deferred to a future date. |
| 10. Restricted Stock Unit award granted February 28, 2017, that has vested in full but whose payout has been deferred to a future date. |
| 11. Restricted Stock Units granted February 28, 2017, that have vested in full but whose payout has been deferred to a future date. |
| 12. Restricted Stock Units granted February 23, 2016, that have vested in full but whose payout has been deferred to a future date. |
| 13. Restricted Stock Unit award granted February 23, 2016, that has vested in full but whose payout has been deferred to a future date. |
| 14. This option vests over three years in three consecutive equal annual installments beginning on March 8, 2022. |
| 15. This option vests over three years in three consecutive equal annual installments beginning on March 20, 2020. |
| 16. This option vests over three years in three consecutive equal annual installments beginning on March 9, 2021. |
| 17. This option vests over three years in three consecutive equal annual installments beginning on February 27, 2019. |
| 18. This option vests over three years in three consecutive equal annual installments beginning on February 28, 2018. |
| 19. The Performance Share Unit ("PSU") grant partially paid out on March 11, 2024 and the number of shares awarded and paid out was determined based upon the average annual return on capital ("ROC") of Linde plc from 2019-2022 measured against ROC goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2019. |
| 20. The Performance Share Unit ("PSU") grant partially paid out on March 11, 2024 and the number of shares awarded and paid out was determined based upon the average annual Total shareholder return ("TSR") of Linde plc from 2019-2022 measured against TSR goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2019. |
| 21. The Performance Share Unit ("PSU") grant partially paid out on March 11, 2024 and the number of shares awarded and paid out was determined based upon the average annual return on capital ("ROC") of Linde plc from 2020-2023 measured against ROC goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2020. |
| 22. The Performance Share Unit ("PSU") grant partially paid out on March 11, 2024 and the number of shares awarded and paid out was determined based upon the average annual Total shareholder return ("TSR") of Linde plc from 2020-2023 measured against TSR goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2020. |
| 23. Conversion to Linde plc Ordinary Shares is on a 1-for-1 basis |
| 24. Deferred Stock Units acquired under the Linde Compensation Deferral Plan that will payout in Linde plc Ordinary Shares on a one-for-one basis in accordance with the Deferral Plan. |
| Remarks: |
| Anthony M. Pepper as attorney-in-fact | 03/13/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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