| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LINDE PLC [ LIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/04/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Ordinary Shares | 12/04/2024 | S | 4,385 | D | $460.725 | 22,776 | D | |||
| Ordinary Shares | 2,692.117 | I | 401(k) | |||||||
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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 | ||||||||
| Stock Options (right to buy) | $154 | 02/27/2019(1) | 02/27/2028 | Ordinary Shares | 38,800 | 38,800 | D | ||||||||
| Stock Options (right to buy) | $253.68 | (2) | 03/08/2031 | Ordinary Shares | 20,975 | 20,975 | D | ||||||||
| Stock Options (right to buy) | $465.29 | 03/07/2025(3) | 03/07/2034 | Ordinary Shares | 10,345 | 10,345 | D | ||||||||
| Restricted Stock Units | (4) | (4) | (4) | Ordinary Shares | 1,680 | 1,680 | D | ||||||||
| Stock Options (right to buy) | $354.14 | 03/07/2024(5) | 03/07/2033 | Ordinary Shares | 11,085 | 11,085 | D | ||||||||
| Stock Options (right to buy) | $176.63 | 03/20/2020(6) | 03/20/2029 | Ordinary Shares | 26,980 | 26,980 | D | ||||||||
| Stock Options (right to buy) | $118.71 | 02/28/2018(7) | 02/28/2027 | Ordinary Shares | 40,100 | 40,100 | D | ||||||||
| Deferred Stock Units(8) | (9) | (10) | (10) | Ordinary Shares | 728.654 | 728.654 | D | ||||||||
| Restricted Stock Units | (11) | (11) | (11) | Ordinary Shares | 1,535 | 1,535 | D | ||||||||
| Stock Options (right to buy) | $270.99 | 03/07/2023(12) | 03/07/2032 | Ordinary Shares | 13,280 | 13,280 | D | ||||||||
| Stock Options (right to buy) | $253.68 | 03/08/2022(2) | 03/08/2031 | Ordinary Shares | 20,975 | 20,975 | D | ||||||||
| Stock Options (right to buy) | $173.13 | 03/09/2021(13) | 03/09/2030 | Ordinary Shares | 26,155 | 26,155 | D | ||||||||
| Restricted Stock Units | $0(14) | (14) | (14) | Ordinary Shares | 1,595 | 1,595 | D | ||||||||
| Explanation of Responses: |
| 1. This option vests over three years in three consecutive equal annual installments beginning on February 27, 2019. |
| 2. This option vests over three years in three consecutive equal annual installments beginning on March 8, 2022. |
| 3. This option vested in full over three years in three consecutive equal annual installments beginning one year after the date of the grant. |
| 4. 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. |
| 5. This option vests over three years in three consecutive equal annual installments beginning on March 7, 2024. |
| 6. This option vests over three years in three consecutive equal annual installments beginning on March 20, 2020. |
| 7. This option vests over three years in three consecutive equal annual installments beginning on February 28, 2018. |
| 8. 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. |
| 9. Conversion to Linde plc Ordinary Shares is on a one-to-one basis. |
| 10. Deferred stock units acquired under the Linde Compensation Deferral Plan as amended ("Plan"). The deferred stock units will payout in Linde plc Ordinary Shares on a one-for-one basis in accordance with the Plan. |
| 11. 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. |
| 12. This option vests over three years in three consecutive equal annual installments beginning on March 7, 2023. |
| 13. This option vests over three years in three consecutive equal annual installments beginning on March 9, 2021. |
| 14. Shares of common stock acquired pursuant to the payout of a restricted stock unit grant made on March 9, 2020. |
| Remarks: |
| Anthony M. Pepper as attorney-in-fact | 12/06/2024 | |
| ** 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). | ||
| 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. | ||