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^*

Roby Anne K

(Last)

(First)

(Middle)

C/O PRAXAIR, INC.

10 RIVERVIEW DRIVE

(Street)

DANBURY

06810

(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 Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2018

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	10/31/2018		D⁽¹⁾		1,328.5434	D	$0⁽¹⁾	0	I	401(k)
Common Stock	10/31/2018		D⁽¹⁾		26,747.951	D	$0⁽¹⁾	0	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	$0⁽²⁾	10/31/2018		D⁽¹⁾			3,885	⁽²⁾	⁽²⁾	Common Stock	3,885	$0	0	D
Restricted Stock Units	$0⁽³⁾	10/31/2018		D⁽¹⁾			3,510	⁽³⁾	⁽³⁾	Common Stock	3,510	$0	0	D
Restricted Stock Units	$0⁽⁴⁾	10/31/2018		D⁽¹⁾			4,328	⁽⁴⁾	⁽⁴⁾	Common Stock	4,328	$0	0	D
Restricted Stock Units	$0⁽³⁾	10/31/2018		D⁽¹⁾			3,588	⁽³⁾	⁽³⁾	Common Stock	3,588	$0	0	D
Restricted Stock Units	$0⁽⁴⁾	10/31/2018		D⁽¹⁾			2,960	⁽⁴⁾	⁽⁴⁾	Common Stock	2,960	$0	0	D
Stock Option (right to buy)	$97.84	10/31/2018		D⁽¹⁾			13,195	⁽⁵⁾	02/22/2021	Common Stock	13,195	⁽⁵⁾	0	D
Stock Option (right to buy)	$109.68	10/31/2018		D⁽¹⁾			18,430	⁽⁵⁾	02/28/2022	Common Stock	18,430	⁽⁵⁾	0	D
Stock Option (right to buy)	$110.58	10/31/2018		D⁽¹⁾			15,790	⁽⁵⁾	02/26/2023	Common Stock	15,790	⁽⁵⁾	0	D
Stock Option (right to buy)	$128.8	10/31/2018		D⁽¹⁾			19,900	⁽⁵⁾	02/25/2024	Common Stock	19,900	⁽⁵⁾	0	D
Stock Option (right to buy)	$128.38	10/31/2018		D⁽¹⁾			26,490	⁽⁵⁾	02/24/2025	Common Stock	26,490	⁽⁵⁾	0	D
Stock Option (right to buy)	$102.22	10/31/2018		D⁽¹⁾			49,405	⁽⁶⁾	02/23/2026	Common Stock	49,405	⁽⁶⁾	0	D
Stock Option (right to buy)	$118.71	10/31/2018		D⁽¹⁾			39,585	⁽⁷⁾	02/28/2027	Common Stock	39,585	⁽⁷⁾	0	D
Stock Option (right to buy)	$154	10/31/2018		D⁽¹⁾			32,335	⁽⁸⁾	02/27/2028	Common Stock	32,335	⁽⁸⁾	0	D

Explanation of Responses:

1. Reflects the disposition of Praxair common stock in connection with the consummation of the transactions contemplated by the Business Combination Agreement (the "BCA") dated as of June 1, 2017, by and among Linde Aktiengesellschaft, Praxair, Inc., a Delaware corporation (the "Company"), Linde plc, Zamalight Holdco LLC, and Zamalight Subco, Inc. (the "Business Combination"). In connection with the Business Combination, Praxair, Inc. became an indirect wholly-owned subsidiary of Linde plc, and each share of Praxair Common Stock, par value $0.01 per share, was exchanged for one Ordinary Share of Linde plc.

2. Restricted Stock Units that were previously awarded by Praxair, Inc. will vest 100% on February 27, 2021. In connection with the BCA, the RSUs have been converted into RSUs of Linde plc Ordinary Shares on a one-for-one basis.

3. Restricted Stock Units previously awarded by Praxair, Inc. on February 23, 2016 that will vest and payout on February 23, 2019. In connection with the BCA, the RSUs were converted to RSUs of Linde plc Ordinary Shares on a one-for-one basis.

4. Restricted Stock Units previously awarded by Praxair, Inc. on February 28, 2017 that will vest and payout on February 28, 2020. In connection with the BCA, the RSUs were converted to RSUs of Linde plc Ordinary Shares on a one-for-one basis.

5. This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant. and was fully vested and exercisable. In accordance with the Business Combination Agreement, each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option.

6. This options vests over three years in three consecutive equal annual installments beginning on February 23, 2017. In accordance with the Buiness Combination Agreement , each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option.

7. This option vests over three years in three consecutive equal annual installments beginning on February 28, 2018. In accordance with the Business Combination Agreement, each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option.

8. This option vests over three years in three consecutive equal annual installments beginning on February 27, 2019. In accordance with the Business Combination Agreement, each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option.

Remarks:

	Anthony M. Pepper, Attorney-in-Fact	11/01/2018
	** Signature of Reporting Person	Date
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