| 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
CHART INDUSTRIES INC [ GTLS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/25/2006 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 08/25/2006 | A(1) | 1,773,022 | A | (1) | 12,384,212(2) | I(3)(4) | See Footnote(3)(4) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. In connection with the Issuer's initial public offering on July 25, 2006, the Issuer declared a stock dividend payable to the holders of record of the Issuer's Common Stock issued and outstanding on July 25, 2006 (the "Record Date.") The payment of such stock dividend was contingent upon whether the underwriters in the Issuer's initial public offering exercised their option to purchase up to an additional 1,875,000 shares of Common Stock (the "Over-Allotment Option") on or prior to August 24, 2006 (the "Expiration Date.") The underwriters did not purchase any of the 1,875,000 shares of Common Stock under the Over-Allotment Option prior to the Expiration Date, and on August 25, 2006, the Issuer distributed the stock dividend of 1,875,000 shares ratably to the holders of its Common Stock as of the Record Date. FR X Chart Holdings, LLC received 1,773,022 shares of the Issuer's Common Stock pursuant to this stock dividend. |
| 2. Consists of the 12,376,214 shares of common stock held by FR X Chart Holdings LLC, and 7,998 aggregate restricted stock units granted to Messrs. Day, Guill and Moore as previously reported. |
| 3. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Additionally, pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, each Reporting Person states that this filing shall not be deemed an admission that such Reporting Person is the beneficial owner of any of the securities reported herein. |
| 4. Other than the 7,998 restricted stock units granted to Messrs. Day, Guill, and Moore, these securities are directly owned by FR X Chart Holdings LLC ("Holdings"). Each of First Reserve GP X, Inc. ("GP X Inc."), First Reserve GP X, L.P. ("GP X"), and First Reserve Fund X, L.P. ("Fund X" and collectively with GP X Inc. and GP X, the "Fund Entities"), may be deemed to share beneficial ownership over all such securities. Fund X is the sole member of Holdings. GP X is the general partner of Fund X, and GP X Inc. is the general partner of GP X. The Fund Entities are entitled to a portion of the profits from the sale of Issuer securities held by Messrs. Day, Guill and Moore, and therefore the Fund Entities may be deemed to share beneficial ownership of the 7,998 restricted stock units. |
| Remarks: |
| (1) The Reporting Persons have included the designation of "Director" in order to satisfy potential filing obligations in the event any such Reporting Persons are deemed to be a director of the Issuer by deputization. (2) First Reserve GP X, Inc., by Anne E. Gold, Assistant Secretary, is signing for itself as the designated filer, as well as in the capacity of general partner of First Reserve GP X, L.P. First Reserve GP X, L.P., by Anne E. Gold, is signing in its capacity as general partner of First Reserve Fund X, L.P. First Reserve Fund X, L.P., by Anne E. Gold, is signing in its capacity as sole member of FR X Chart Holdings LLC. |
| Anne E. Gold, Authorized Person, In Capacity as Described in Remark (2) | 08/29/2006 | |
| Anne E. Gold, In Capacity as Described in Remark (2) | 08/29/2006 | |
| Anne E. Gold, In Capacity as Described in Remark (2) | 08/29/2006 | |
| Anne E. Gold, In Capacity as Described in Remark (2) | 08/29/2006 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||