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*
Nowicki Juergen

(Last) (First) (Middle)
C/O LINDE PLC
43 CHURCH STREET WEST

(Street)
WOKING SURREY X0 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP, Engineering
3. Date of Earliest Transaction (Month/Day/Year)
03/10/2023
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)
Code V Amount (A) or (D) Price
Ordinary Shares(1) 03/10/2023 M 365(2) A $0 6,286 D
Ordinary Shares(1) 03/10/2023 F 187(3) D $345.92 6,099 D
Ordinary Shares(1) 03/10/2023 M 1,090(4) A $0 7,189 D
Ordinary Shares(1) 03/10/2023 F 557(3) D $345.92 6,632 D
Ordinary Shares(1) 03/10/2023 M 590(5) A $0 7,222 D
Ordinary Shares(1) 03/10/2023 F 302(3) D $345.92 6,920 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units(1) $0(4) 03/10/2023 A 1,090 (4) (4) Ordinary Shares 1,090 $0 1,090 D
Performance Share Units(1) $0(4) 03/10/2023 M 1,090 (4) (4) Ordinary Shares 1,090 $0 0 D
Performance Share Units(1) $0(5) 03/10/2023 A 590 (5) (5) Ordinary Shares 590 $0 590 D
Performance Share Units(1) $0(5) 03/10/2023 M 590 (5) (5) Ordinary Shares 590 $0 0 D
Restricted Stock Units(1) (6) (6) (6) Ordinary Shares 1,405 1,405 D
Restricted Stock Units(1) (7) (7) (7) Ordinary Shares 1,300 1,300 D
Restricted Stock Units(1) (8) (8) (8) Ordinary Shares 1,585 1,585 D
Restricted Stock Units(1) $0(2) 03/10/2023 M 365 (2) (2) Ordinary Shares 365 $0 0 D
Restricted Stock Units(1) (9) (9) (9) Ordinary Shares 1,260 1,260 D
Stock Options (right to buy)(1) $354.14(10) 03/07/2024(10) 03/07/2033 Ordinary Share 9,275 9,275 D
Stock Options (right to buy)(1) $270.99 03/07/2023(11) 03/07/2032 Ordinary Shares 11,270 11,270 D
Stock Options (right to buy)(1) $253.68 03/08/2022(12) 03/08/2031 Ordinary Shares 16,685 16,685 D
Stock Options (right to buy)(1) $176.63 03/20/2020(13) 03/20/2029 Ordinary Shares 1,620 1,620 D
Stock Options (right to buy)(1) $173.13 03/09/2021(14) 03/09/2030 Ordinary Shares 2,947 2,947 D
Stock Options (right to buy)(1) $173.13 04/01/2020(15) 04/01/2030 Ordinary Shares 10,187 10,187 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. Shares of common stock acquired pursuant to the payout of a restricted stock unit grant made on March 9,2020.
3. Shares of common stock withheld from the payout to cover tax withholdings.
4. The PSU paid out on March 10, 2023 and the number of shares awarded and paid out was determined based upon the average annual return on capital ("ROC") of Linde plc from 2020-2022 measured against ROC goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2020.
5. The PSU paid out on March 10, 2023 and the number of shares awarded and paid out was determined based upon the total shareholder return ("TSR") of Linde plc from 2020-2022 measured against TSR goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2020.
6. Restricted Stock Units that will vest in full and payout on or about March 7, 2026 in Linde plc Ordinary Shares on a one-for-one basis.
7. 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.
8. Restricted Stock Units that will vest in full and payout on or about March 7, 2025 in Linde plc Ordinary Shares on a one-for-one basis.
9. Restricted Stock Units that will vest in full and payout on or about April 1, 2023 in Linde plc Ordinary Shares on a one-for-one basis.
10. This option vests over three years in three consecutive equal annual installments beginning on March 7, 2024.
11. This option vests over three years in three consecutive equal annual installments beginning on March 7, 2023.
12. This option vests over three years in three consecutive equal annual installments beginning on March 8, 2022.
13. This option vests over three years in three consecutive equal annual installments beginning on March 20,2020.
14. This option vests over three years in three consecutive equal annual installments beginning on March 9, 2021.
15. This option vests over three years in three consecutive equal annual installments beginning on April 1, 2020.
Anthony M. Pepper, Attorney-in-Fact 03/13/2023
** 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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