0001209191-13-014994.txt : 20130307 0001209191-13-014994.hdr.sgml : 20130307 20130307171834 ACCESSION NUMBER: 0001209191-13-014994 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130305 FILED AS OF DATE: 20130307 DATE AS OF CHANGE: 20130307 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: 13674326 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 X0306 4 2013-03-05 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 2013-03-05 4 M 0 11675 6.50 A 68460 D Common Stock, par value $0.01 per share 2013-03-05 4 S 0 11675 82.00 D 56785 D Common Stock, par value $0.01 per share 2013-03-06 4 M 0 19663 6.50 A 76448 D Common Stock, par value $0.01 per share 2013-03-06 4 S 0 19663 82.00 D 56785 D Common Stock, par value $0.01 per share 2013-03-07 4 M 0 2926 6.50 A 59711 D Common Stock, par value $0.01 per share 2013-03-07 4 S 0 2926 82.00 D 56785 D Common Stock, par value $0.01 per share 42000 I By spouse Common Stock, par value $0.01 per share 45620 I By Trusts Common Stock, par value $0.01 per share 34000 I By Trust Common Stock, par value $0.01 per share 54000 I By Trust Common Stock, par value $0.01 per share 46000 I By Trust Stock Option (Right to Buy) 6.50 2013-03-05 4 M 0 11675 0.00 D 2007-06-12 2015-11-23 Common Stock 11675 22589 D Stock Option (Right to Buy) 6.50 2013-03-06 4 M 0 19663 0.00 D 2007-06-12 2015-11-23 Common Stock 19663 2926 D Stock Option (Right to Buy) 6.50 2013-03-07 4 M 0 2926 0.00 D 2007-06-12 2015-11-23 Common Stock 2926 0 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 Stock Option (Right to Buy) 68.21 2023-01-02 Common Stock 19470 19470 D Restricted Stock Unit 0.00 2016-01-02 Common Stock 11650 11650 D These securities were acquired pursuant to a prearranged trading plan adopted on August 10, 2012, that is intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934. 4,331 shares of the total amount beneficially owned were granted on January 3, 2011, pursuant to a restricted stock award agreement 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 award vests in equal installments on each of the first three anniversaries of the date of grant. These securities were sold pursuant to a prearranged trading plan adopted on August 10, 2012, 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 $82.00 - $82.03. 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 family member. 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 family member. 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 members, including his spouse. 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 members, including the reporting person. These options were exercised pursuant to a prearranged trading plan adopted on August 10, 2012, 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. These options were granted on January 2, 2013 pursuant to the Chart Industries, Inc. Amended and Restated 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 2, 2013 pursuant to a Leveraged Restricted Share Unit Agreement under the Chart Industries, Inc. Amended and Restated 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 Arthur C. Hall III, his attorney-in-fact pursuant to Power of Attorney dated June 30, 2006 on file with the Commission 2013-03-07