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^*

Breedlove James T

(Last)

(First)

(Middle)

C/O PRAXAIR, INC.

39 OLD RIDGEBURY ROAD

(Street)

DANBURY

06810-5113

(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)
	Senior VP, Gen. Counsel & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2010

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	08/25/2010		S		5,500	D	$85.206⁽¹⁾	28,650	D
Common Stock								3,160.021	I	401(k)

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)
Stock Option (right to buy)	$61.47							02/27/2008⁽²⁾	02/27/2017	Common Stock	67,400		67,400	D
Stock Option (right to buy)	$83.89							02/26/2009⁽³⁾	02/26/2018	Common Stock	39,300		39,300	D
Stock Option (right to buy)	$83.89							02/26/2011⁽⁴⁾	02/26/2018	Common Stock	20,000		20,000	D
Stock Option (right to buy)	$60.92							02/24/2010⁽⁵⁾	02/24/2019	Common Stock	54,120		54,120	D
Stock Option (right to buy)	$76.16							02/23/2011⁽⁶⁾	02/23/2020	Common Stock	34,960		34,960	D
Deferred Stock	$0⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	839.594		839.594	D

Explanation of Responses:

1. The $85.206 price reported is the weighted average sale price. The sale price ranged from $85.15 to $85.23 per share. Upon request of the SEC Staff, Praxair, Inc. or a security holder of Praxair, Inc., the reporting person will provide full information regarding the number of shares sold at each separate price.

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

3. This option vests over three years in three consecutive equal annual installments beginning on February 26, 2009.

4. This option will vest in full if Praxair, Inc. achieves cumulative fiscal year earnings per share growth of at least 33% over 2007 earnings per share at any time prior to January 1, 2011. If vested, the option may be exercised beginning on the third anniversary of the grant date. If Praxair, Inc. fails to meet the cumulative earnings per share goal, this option will be forfeited.

5. This option vests over three years in three consecutive equal annual installments beginning on February 24, 2010.

6. This option vests over three years in three consecutive equal annual installments beginning on February 23, 2011.

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

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

Remarks:

	Anthony M. Pepper	08/25/2010
	** 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).
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