-----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, Ls6JVcewQbViAk5lPpjhULRCYq3QIdh5VpXWekdmDahNisbaou9vYmX7jYLcZLTY qSUeIli+FCE4bm2GVqMwVg== 0001209191-06-047903.txt : 20060829 0001209191-06-047903.hdr.sgml : 20060829 20060829134713 ACCESSION NUMBER: 0001209191-06-047903 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060825 FILED AS OF DATE: 20060829 DATE AS OF CHANGE: 20060829 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 INC CENTRAL INDEX KEY: 0001274073 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11442 FILM NUMBER: 061061683 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 LP CENTRAL INDEX KEY: 0001274074 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11442 FILM NUMBER: 061061681 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: 061061682 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: FR X Chart Holdings LLC CENTRAL INDEX KEY: 0001370036 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11442 FILM NUMBER: 061061680 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 2006-08-25 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 0001370036 FR X Chart Holdings LLC ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH CT 06830 1 0 1 1 See Remark 1 Common Stock 2006-08-25 4 A 0 1773022 A 12384212 I See Footnote In connection with the Issuer's initial public offering on July 25, 2006, the Issuer declared a stock dividend payable to the holders of record of the Issuer's Common Stock issued and outstanding on July 25, 2006 (the "Record Date.") The payment of such stock dividend was contingent upon whether the underwriters in the Issuer's initial public offering exercised their option to purchase up to an additional 1,875,000 shares of Common Stock (the "Over-Allotment Option") on or prior to August 24, 2006 (the "Expiration Date.") The underwriters did not purchase any of the 1,875,000 shares of Common Stock under the Over-Allotment Option prior to the Expiration Date, and on August 25, 2006, the Issuer distributed the stock dividend of 1,875,000 shares ratably to the holders of its Common Stock as of the Record Date. FR X Chart Holdings, LLC received 1,773,022 shares of the Issuer's Common Stock pursuant to this stock dividend. Consists of the 12,376,214 shares of common stock held by FR X Chart Holdings LLC, and 7,998 aggregate restricted stock units granted to Messrs. Day, Guill and Moore as previously reported. 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. Other than the 7,998 restricted stock units granted to Messrs. Day, Guill, and Moore, these securities are directly owned by FR X Chart Holdings LLC ("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 all 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. 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 restricted stock units. (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. First Reserve Fund X, L.P., by Anne E. Gold, is signing in its capacity as sole member of FR X Chart Holdings LLC. Anne E. Gold, Authorized Person, In Capacity as Described in Remark (2) 2006-08-29 Anne E. Gold, In Capacity as Described in Remark (2) 2006-08-29 Anne E. Gold, In Capacity as Described in Remark (2) 2006-08-29 Anne E. Gold, In Capacity as Described in Remark (2) 2006-08-29 -----END PRIVACY-ENHANCED MESSAGE-----