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^*

Klaben Matthew J

(Last)

(First)

(Middle)

ONE INFINITY CORPORATE CENTRE DRIVE

(Street)

GARFIELD HEIGHTS

44125

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHART INDUSTRIES INC [ GTLS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, General Counsel and Sec.

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2011

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, par value $0.01 per share⁽¹⁾	11/01/2011		M		30,000	A	$12.16	50,848⁽²⁾	D
Common Stock, par value $0.01 per share⁽³⁾	11/01/2011		S		30,000	D	$54.14⁽⁴⁾	20,848⁽²⁾	D
Common Stock, par value $0.01 per share⁽¹⁾	11/03/2011		M		10,000	A	$12.16	30,848⁽²⁾	D
Common Stock, par value $0.01 per share⁽³⁾	11/03/2011		S		10,000	D	$57.5	20,848⁽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)
Stock Option (Right to Buy)⁽⁵⁾	$12.16	11/01/2011		M			28,082	06/12/2007	03/29/2016	Common Stock	28,082	$0.00	0⁽⁶⁾	D
Stock Option (Right to Buy)⁽⁵⁾	$12.16	11/01/2011		M			1,918	⁽⁷⁾	03/29/2016	Common Stock	1,918	$0.00	32,439⁽⁷⁾	D
Stock Option (Right to Buy)⁽⁵⁾	$12.16	11/03/2011		M			10,000	⁽⁷⁾	03/29/2016	Common Stock	10,000	$0.00	22,439⁽⁷⁾	D
Stock Option (Right to Buy)⁽⁸⁾	$27.74							⁽⁹⁾	08/02/2017	Common Stock	2,900		2,900⁽⁹⁾	D
Stock Option (Right to Buy)⁽⁸⁾	$30.95							⁽¹⁰⁾	01/02/2018	Common Stock	3,020		3,020⁽¹⁰⁾	D
Stock Option (Right to Buy)⁽⁸⁾	$11							⁽¹¹⁾	01/02/2019	Common stock	5,210		5,210⁽¹¹⁾	D
Stock Option (Right to Buy)⁽⁸⁾	$17.03							⁽¹²⁾	01/04/2020	Common Stock	5,730		5,730⁽¹²⁾	D
Stock Option (Right to Buy)⁽⁸⁾	$36.45							⁽¹³⁾	01/03/2021	Common Stock	3,560		3,560⁽¹³⁾	D

Explanation of Responses:

1. These securities were acquired pursuant to a prearranged trading plan adopted on September 1, 2011, that is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934.

2. 3,227 and 1,390 shares of the total amount beneficially owned were granted on February 22, 2010 and January 3, 2011, respectively, pursuant to restricted stock award agreements under the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3 and remain subject to restriction. The restricted stock awards vest in equal installments on each of the first three anniversaries of the date of grant.

3. These securities were sold pursuant to a prearranged trading plan adopted on September 1, 2011, that is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934.

4. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $53.25 - $55.00. The reporting person hereby undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

5. These options were exercised pursuant to a prearranged trading plan adopted on September 1, 2011, that is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934.

6. These options were granted on March 29, 2006 as performance options under the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3 and became fully vested on June 12, 2007.

7. These options were granted on March 29, 2006 pursuant to the terms of the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest annually from the date of grant in equal installments over five years based on continued service.

8. No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5.

9. These options were granted on August 2, 2007 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.

10. These options were granted on January 2, 2008 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.

11. These options were granted on January 2, 2009 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.

12. These options were granted on January 4, 2010 pursuant to the the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.

13. These options were granted on January 3, 2011 pursuant to the the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.

Remarks:

	/s/ Matthew J. Klaben	11/03/2011
	** 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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