-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SK6pkAlFI9+N+qNWUoMXjdGZRgWtGCECzK/wOF97Nn/kLq3bzzWvWGeU7+HFYj3S X8fZeVNtngtdC+LeV5zpKQ== 0001209191-06-042695.txt : 20060727 0001209191-06-042695.hdr.sgml : 20060727 20060727161304 ACCESSION NUMBER: 0001209191-06-042695 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060725 FILED AS OF DATE: 20060727 DATE AS OF CHANGE: 20060727 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHART INDUSTRIES INC CENTRAL INDEX KEY: 0000892553 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 341712937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE INFINITY CORPORATE CENTRE DRIVE STREET 2: SUITE 300 CITY: GARFIELD HEIGHTS STATE: OH ZIP: 44125-5370 BUSINESS PHONE: 4407531490 MAIL ADDRESS: STREET 1: ONE INFINITY CORPORATE CENTRE DRIVE STREET 2: SUITE 300 CITY: GARFIELD HEIGHTS STATE: OH ZIP: 44125-5370 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIRST RESERVE GP X LP CENTRAL INDEX KEY: 0001274074 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11442 FILM NUMBER: 06984665 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIRST RESERVE FUND X LP CENTRAL INDEX KEY: 0001274075 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11442 FILM NUMBER: 06984666 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIRST RESERVE GP X INC CENTRAL INDEX KEY: 0001274073 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11442 FILM NUMBER: 06984667 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2006-07-25 0 0000892553 CHART INDUSTRIES INC GTLS 0001274073 FIRST RESERVE GP X INC ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH CT 06830 1 0 1 1 See Remark 1 0001274075 FIRST RESERVE FUND X LP ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH CT 06830 1 0 1 1 See Remark 1 0001274074 FIRST RESERVE GP X LP ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH CT 06830 1 0 1 1 See Remark 1 Common Stock 2006-05-18 4 X 0 2651012 14.00 A 10603192 I See Footnote Common Stock 2006-07-25 4 A 0 7998 A 10611190 I See Footnote Warrant 14.00 2006-05-18 4 X 0 1 0.00 D 2005-11-23 Common Stock 2651012 0 I See Footnote These figures reflect adjustments made per the 4.6263-for-one stock split effected by the Issuer prior to the consummation of its initial public offering. These securities are directly owned by FR X Chart Holdings LLC ("Holdings"). In addition to 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 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. 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. The restricted stock units as reported herein were granted by the Issuer under its Amended and Restated 2005 Stock Incentive Plan. Consists of 2,666 restricted stock units granted by the Issuer under its Amended and Restated Stock Incentive Plan to each of Timothy H. Day, Ben A. Guill, and Kenneth W. Moore. Each of Messrs. Day, Guill and Moore are Directors of the Issuer and officers of GP X Inc. Consists of the 10,603,192 shares of common stock held by FR X Chart Holdings LLC, and the 7,998 aggregate restricted stock units granted to Messrs. Day, Guill and Moore as reported herein. 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 aggregate restricted stock units granted to them, as reported herein. As noted above, the Fund Entities also may be deemed to share beneficial ownership over the securities owned by Holdings. The Warrant was exercised on May 18, 2006, prior to the Issuer first registering any securities under Section 12 of the Securities Exchange Act of 1934. Following approval by the Issuer's Board of Directors, the Issuer granted this Warrant to FR X Chart Holdings LLC on November 23, 2005. The Warrant was exercisable at any time. (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. Anne E. Gold, Authorized Person, In the Capacity as Described in Remark (2) 2006-07-27 Anne E. Gold, In Capacity as Described in Remark (2) 2006-07-27 Anne E. Gold, In Capacity as Described in Remark (2) 2006-07-27 -----END PRIVACY-ENHANCED MESSAGE-----