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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

White Matthew J

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2024

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								3,010.129	I	401(k)
Ordinary Shares	03/04/2024		M		85,205	A	$102.22	142,839	D
Ordinary Shares	03/04/2024		F		49,726⁽¹⁾	D	$456.35	93,113	D
Ordinary Shares	03/04/2024		M		40,865	A	$128.38	133,978	D
Ordinary Shares	03/04/2024		F		25,113⁽¹⁾	D	$455.87⁽²⁾	108,865	D
Ordinary Shares	03/04/2024		S		51,231	D	$455.84	57,634	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	⁽³⁾							⁽³⁾	⁽³⁾	Ordinary Shares	2,870		2,870	D
Restricted Stock Units	$0⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Ordinary Shares	2,600		2,600	D
Restricted Stock Units	$0⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Ordinary Shares	3,260		3,260	D
Restricted Stock Units	$0⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Ordinary Shares	3,590		3,590	D
Stock Option (right to buy)	$354.14							03/07/2024⁽⁷⁾	03/07/2033	Ordinary Shares	18,970		18,970	D
Stock Options (right to buy)	$270.99							03/07/2023⁽⁸⁾	03/07/2032	Ordinary Shares	22,535		22,535	D
Stock Option (right to buy)	$253.68							03/08/2022⁽⁹⁾	03/08/2031	Ordinary Shares	34,320		34,320	D
Stock Option (right to buy)	$173.13							03/09/2021⁽¹⁰⁾	03/09/2030	Ordinary Shares	43,695		43,695	D
Stock Option (right to buy)	$176.63							03/20/2020⁽¹¹⁾	03/20/2029	Ordinary Shares	47,020		47,020	D
Stock Option (right to buy)	$128.38	03/04/2024		M			40,865	02/24/2016⁽¹²⁾	02/24/2025	Ordinary Shares	40,865	$0	0	D
Stock Option (right to buy)	$102.22	03/04/2024		M			85,205	02/23/2017⁽¹²⁾	02/23/2026	Ordinary Shares	85,205	$0	0	D
Stock Option (right to buy)	$118.71							02/28/2018⁽¹²⁾	02/28/2027	Ordinary Shares	72,795		72,795	D
Stock Option (right to buy)	$154							02/27/2019⁽¹²⁾	02/27/2028	Ordinary Shares	64,665		64,665	D
Deferred Stock Units	⁽¹³⁾							⁽¹⁴⁾	⁽¹⁴⁾	Ordinary Shares	1,273.319		1,375.758	D

Explanation of Responses:

1. Ordinary shares withheld to cover exercise price and taxes.

2. The price reported is the weighted average sale price. The sale prices ranged from $455.74 to $456.03. 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.

3. 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.

4. 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.

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 will vest in full and payout on or about March 9, 2023 in Linde plc Ordinary Shares on a one-for-one basis.

7. This option vests over three years in three consecutive equal annual installments beginning on March 7, 2024.

8. This option vests over three years in three consecutive equal annual installments beginning on March 7, 2023.

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

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

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

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

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 ("Plan"). The deferred stock units will payout in Linde plc Ordinary Share on a one-for-one basis in accordance with the Plan.

Remarks:

	Anthony M. Pepper as attorney-in-fact	03/06/2024
	** 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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