0001209191-12-012891.txt : 20120224 0001209191-12-012891.hdr.sgml : 20120224 20120224161929 ACCESSION NUMBER: 0001209191-12-012891 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120222 FILED AS OF DATE: 20120224 DATE AS OF CHANGE: 20120224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS SAMUEL F CENTRAL INDEX KEY: 0001266362 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11442 FILM NUMBER: 12638433 MAIL ADDRESS: STREET 1: 5885 LANDERBROOK DRIVE STREET 2: STE 205 CITY: MEDINE STATE: OH ZIP: 44124 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 4 1 doc4.xml FORM 4 SUBMISSION X0304 4 2012-02-22 0 0000892553 CHART INDUSTRIES INC GTLS 0001266362 THOMAS SAMUEL F ONE INFINITY CORPORATE CENTRE DRIVE GARFIELD HEIGHTS OH 44125 1 1 0 0 Chairman, CEO and President Common Stock, par value $0.01 per share 2012-02-22 4 F 0 5261 62.29 D 52269 D Common Stock, par value $0.01 per share 2012-02-23 4 A 0 29039 0.00 A 81308 D Common Stock, par value $0.01 per share 2012-02-23 4 F 0 13460 66.21 D 67848 D Common Stock, par value $0.01 per share 2012-02-23 4 M 0 50000 6.50 A 117848 D Common Stock, par value $0.01 per share 2012-02-23 4 S 0 50000 64.89 D 67848 D Common Stock, par value $0.01 per share 2012-02-24 4 M 0 8000 6.50 A 75848 D Common Stock, par value $0.01 per share 2012-02-24 4 S 0 8000 68.15 D 67848 D Common Stock, par value $0.01 per share 31245 I By Trusts Common Stock, par value $0.01 per share 20000 I By Trust Common Stock, par value $0.01 per share 40000 I By Trust Common Stock, par value $0.01 per share 130000 I By spouse Stock Option (Right to Buy) 6.50 2012-02-23 4 M 0 50000 0.00 D 2007-06-12 2015-11-23 Common Stock 50000 194264 D Stock Option (Right to Buy) 6.50 2012-02-24 4 M 0 8000 0.00 D 2007-06-12 2015-11-23 Common Stock 8000 186264 D Stock Option (Right to Buy) 27.74 2017-08-02 Common Stock 18300 18300 D Stock Option (Right to Buy) 30.95 2018-01-02 Common Stock 18950 18950 D Stock Option (Right to Buy) 11.00 2019-01-02 Common stock 50000 50000 D Stock Option (Right to Buy) 17.03 2020-01-04 Common Stock 47170 47170 D Stock Option (Right to Buy) 36.45 2021-01-03 Common Stock 33070 33070 D Stock Option (Right to Buy) 55.93 2022-01-03 Common Stock 21410 21410 D Restricted Stock Unit 0.00 2015-01-03 Common Stock 8840 8840 D The reporting person surrendered 5261 shares upon vesting of 1/3 of the reporting person's February 22, 2010 restricted stock award, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3. 14,474 and 8,661 shares of the total amount beneficially owned were granted on February 22, 2010 and January 3, 2011, respectively, pursuant to restricted stock award agreements under the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3 and remain subject to restriction. The restricted stock awards vest in equal installments on each of the first three anniversaries of the date of grant. Represents performance units granted on February 23, 2009 under the Chart Industries, Inc. 2005 Stock Incentive Plan that have vested and are paid out in shares of common stock. The reporting person surrendered 13,460 shares upon vesting of performance units, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3. These securities were acquired pursuant to a prearranged trading plan adopted on November 9, 2011, that is intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934. These securities were sold pursuant to a prearranged trading plan adopted on November 9, 2011, that is intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $64.00 - $65.55. The reporting person hereby undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $68.00 - $68.44. The reporting person hereby undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5. Held by trusts for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of the shares held by the trusts, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trusts' shares for purposes of Section 16 or for any other purpose. Held by trust, with spouse as trustee, for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of the shares held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trust's shares for purposes of Section 16 or for any other purpose. Held by trust for the benefit of the reporting person's family, including his spouse and daughter. The reporting person disclaims beneficial ownership of the shares held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trust's shares for purposes of Section 16 or for any other purpose. These options were exercised pursuant to a prearranged trading plan adopted on November 9, 2011, that is intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934. These options were granted on November 23, 2005 as performance options under the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3 and became fully vested on June 12, 2007. These options were granted on August 2, 2007 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. These options were granted on January 2, 2008 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. These options were granted on January 2, 2009 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. These options were granted on January 4, 2010 pursuant to the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. These options were granted on January 3, 2011 pursuant to the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. These options were granted on January 3, 2012 pursuant to the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. These securities, which are referred to by the Company as Leveraged Restricted Share Units (LRSUs), were granted on January 3, 2012 pursuant to a Leveraged Restricted Share Unit Agreement under the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. Shares of Company common stock will be issued following the vesting of the LRSUs on the third anniversary of the date of grant. The minimum number of shares of Company common stock that will be issued at payment is 50% of the grant amount of LRSUs, and the maximum number of shares of Company common stock that will be issued at payment is 150% of the grant amount of LRSUs. /s/ Samuel F. Thomas, by Matthew J. Klaben, his attorney-in-fact pursuant to Power of Attorney dated June 29, 2006 on file with the Commission 2012-02-24