SEC FORM 4

SEC Form 4

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^*

Strauss David P

(Last)

(First)

(Middle)

C/O PRAXAIR, INC.

10 RIVERVIEW DRIVE

(Street)

DANBURY

06810

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRAXAIR INC [ PX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1,572.2352	I	401(k)
Common Stock	02/26/2018		M		290⁽¹⁾	A	$0	8,816.286⁽²⁾	D
Common Stock	02/26/2018		F		100⁽³⁾	D	$155.62	8,716.286⁽²⁾	D
Common Stock	02/27/2018		A		2,720⁽⁴⁾	A	$0	11,436.286⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units	$0⁽⁵⁾	02/26/2018		A		290		⁽⁵⁾	⁽⁵⁾	Common Stock	290	$0⁽⁵⁾	290	D
Performance Share Units⁽⁵⁾	⁽⁵⁾	02/26/2018		M			290	⁽⁵⁾	⁽⁵⁾	Common Stock	290	⁽⁵⁾	0	D
Stock Option (right to buy)	$154	02/27/2018		A		22,635		02/27/2019⁽⁶⁾	02/27/2028	Common Stock	22,635	$0	22,635	D
Stock Option (right to buy)	$60.92							02/24/2010⁽⁷⁾	02/24/2019	Common Stock	5,220		5,220	D
Stock Option (right to buy)	$76.16							02/23/2011⁽⁷⁾	02/23/2020	Common Stock	3,070		3,070	D
Stock Option (right to buy)	$97.84							02/22/2012⁽⁷⁾	02/22/2021	Common Stock	3,630		3,630	D
Stock Option (right to buy)	$109.68							02/28/2013⁽⁷⁾	02/28/2022	Common Stock	4,610		4,610	D
Stock Option (right to buy)	$110.58							02/26/2014⁽⁷⁾	02/26/2023	Common stock	4,255		4,255	D
Stock Option (right to buy)	$128.8							02/25/2015⁽⁷⁾	02/25/2024	Common Stock	4,305		4,305	D
Stock Option (right to buy)	$128.38							02/24/2016	02/24/2025	Common Stock	5,150		5,150	D
Stock Option (right to buy)	$102.22							02/23/2017⁽⁸⁾	02/23/2026	Common Stock	7,955		7,955	D
Stock Option (right to buy)	$118.71							02/28/2018⁽⁹⁾	02/28/2027	Common Stock	19,815		19,815	D
Deferred Stock	$0⁽¹¹⁾	02/27/2018		A		22.491		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	22.491	$0	43.138	D

Explanation of Responses:

1. Shares of common stock acquired pursuant to the payout of a performance share unit grant made on February 24, 2015 (the "PSU").

2. This total includes shares previously acquired through automatic dividend reinvestment under the Praxair Dividend Reinvestment and Stock Purchase Plan.

3. Shares of commons stock withheld from the PSU payout to cover tax withholdings.

4. Restricted stock unit award granted on February 27, 2018, payable in shares of Praxair Common Stock, vesting 100% on February 27, 2021.

5. The PSU paid out on February 26, 2018 and the number of shares awarded and paid out was determined based upon the average annual return on capital ("ROC") of Praxair, Inc. from 2015-2017 measured against ROC goals set by the Compensation and Management Development Committee of the Board of Directors when the PSU was granted in 2015.

6. This option vests over three years in three consecutive equal annual installments beginning on February 27, 2019.

7. This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant.

8. This options vests over three years in three consecutive equal annual installments beginning on February 23, 2017.

9. This option vests over three years in three consecutive equal annual installments beginning on February 28, 2018.

10. Deferred stock units acquired under the Praxair, Inc. Deferral Plan as amended ("Deferral Plan") and are to be settled in Praxair Common Stock.

11. Conversion to Praxair Common Stock is on a 1-for-1 basis.

Remarks:

	Anthony M. Pepper, Attorney-in-Fact	02/28/2018
	** 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).
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