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^*

ANGEL STEPHEN F

(Last)

(First)

(Middle)

C/O LINDE PLC

FORGE, 43 CHURCH STREET WEST

(Street)

WOKING SURREY

GU216HT

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LINDE PLC [ LIN ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2023

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)
Ordinary Shares⁽¹⁾								2,268	I	In trust for children
Ordinary Shares⁽¹⁾								71,029	I	Angel Descendants Trust
Ordinary Shares⁽¹⁾								20,517	I	2012 Descendants Trust
Ordinary Shares⁽¹⁾								10,838.618	I	401(k)
Ordinary Shares⁽¹⁾	05/01/2023		M		116,355	A	$102.22	485,966.293	D
Ordinary Shares⁽¹⁾	05/01/2023		F		71,046⁽²⁾	D	$372.65	414,920.293	D
Ordinary Shares⁽¹⁾	05/01/2023		S		45,309	D	$372.35⁽³⁾	369,611.293	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)
Restricted Stock Units⁽¹⁾	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Ordinary Shares	1,363		1,363	D
Restricted Stock Units⁽¹⁾	$0⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Ordinary Shares	12,670		12,670	D
Restricted Stock Units⁽¹⁾	$0⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Ordinary Shares	13,986.148		13,935	D
Restricted Stock Units⁽¹⁾	$0⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Ordinary Shares	14,398.752		14,346.096	D
Restricted Stock Units⁽¹⁾	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Ordinary Shares	31,649.389		31,533.647	D
Restricted Stock Units⁽¹⁾	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Ordinary Shares	31,724.94		31,609.92	D
Restricted Stock Units⁽¹⁾	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Ordinary Shares	50,165.48		49,982.024	D
Restricted Stock Units⁽¹⁾	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Ordinary Shares	32,405.984		32,287.475	D
Restricted Stock Units⁽¹⁾	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Ordinary Shares	34,312.886		34,187.403	D
Stock Option (right to buy)⁽¹⁾	$253.68⁽⁷⁾							03/08/2022⁽⁷⁾	03/08/2031	Ordinary Shares	133,465		133,465	D
Stock Option (right to buy)⁽¹⁾	$173.13⁽⁸⁾							03/09/2021⁽⁸⁾	03/09/2030	Ordinary Shares	169,560		169,560	D
Stock Option (right to buy)⁽¹⁾	$176.63⁽⁹⁾							03/20/2020⁽⁹⁾	03/20/2029	Ordinary Shares	177,605		177,605	D
Stock Option (right to buy)⁽¹⁾	$154⁽¹⁰⁾							02/27/2019⁽¹⁰⁾	02/27/2028	Ordinary Shares	318,780		318,780	D
Stock Option (right to buy)⁽¹⁾	$118.71⁽¹¹⁾							02/28/2018⁽¹¹⁾	02/28/2027	Ordinary Shares	435,850		435,850	D
Stock Option (right to buy)⁽¹⁾	$102.22⁽¹²⁾	05/01/2023		M			116,355	02/23/2017⁽¹²⁾	02/23/2026	Ordinary Shares	216,355	$0	100,000	D
Deferred Stock Units⁽¹⁾	$0⁽¹³⁾							⁽¹⁴⁾	⁽¹⁴⁾	Ordinary Shares	120,020.423		120,020.423	D

Explanation of Responses:

1. On March 1, 2023, Linde plc (formerly Rounderway plc), an Irish public limited company ("New Linde"), became the successor of Linde plc, an Irish public limited company ("Old Linde"), pursuant to a scheme of arrangement and merger under Irish law. Pursuant to the scheme of arrangement, all outstanding ordinary shares of Old Linde were exchanged, on a one-for-one basis, for ordinary shares of New Linde, and Old Linde subsequently merged into New Linde and ceased to exist. The transaction did not alter the relative interests of security holders.

2. Ordinary shares withheld to pay exercise price and taxes.

3. The price reported is the weighted average sale price. The sale prices ranged from $371.14 to $373.24. Upon request of the SEC Staff, Linde plc or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.

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, 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.

5. Restricted Stock Units that will vest in full and payout on or about March 8, 2024 in Linde plc Ordinary Shares on a one-for-one basis.

6. Restricted Stock Units that have vested in full but whose payout has been deferred to a future date.

7. This option vests over three years in three consecutive equal annual installments beginning on March 8, 2022.

8. This option vests over three years in three consecutive equal annual installments beginning on March 9, 2021.

9. This option vests over three years in three consecutive equal annual installments beginning on March 20, 2020.

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

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

12. This option vests over three years in three consecutive equal annual installments beginning February 23, 2017.

13. Conversion to Linde plc Ordinary Shares is on a 1-for-1 basis.

14. 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.

	Anthony M. Pepper, Attorney-in-Fact	05/03/2023
	** Signature of Reporting Person	Date
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