Anne K Roby Form 4 PRAXAIR / Anne K Roby ownership change

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.

39 OLD RIDGEBURY ROAD

(Street)

DANBURY CT 06810-5113

(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)
10/31/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								897.6568	I	401(k)
Common Stock	10/31/2016		M		5,103	A	$83.89	19,337	D
Common Stock	10/31/2016		S		5,103	D	$117.37(1)	14,234	D
Common Stock	10/31/2016		M		2,897	A	$83.89	17,131	D
Common Stock	10/31/2016		M		12,000	A	$83.89	29,131	D
Common Stock	10/31/2016		S		12,000	D	$117.41(2)	17,131	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$83.89	10/31/2016		M			5,103	02/26/2009(3)	02/26/2018	Common Stock	5,103	$0	2,897	D
Stock Option (right to buy)	$83.89	10/31/2016		M			2,897	02/26/2009(3)	02/26/2018	Common Stock	2,897	$0	0	D
Stock Option (right to buy)	$83.89	10/31/2016		M			12,000	02/26/2009(3)	02/26/2018	Common Stock	12,000	$0	0	D
Stock Option (right to buy)	$76.16							02/23/2011(3)	02/23/2020	Common Stock	10,230		10,230	D
Stock Option (right to buy)	$97.84							02/22/2012(3)	02/22/2021	Common Stock	13,195		13,195	D
Stock Option (right to buy)	$109.68							02/28/2013(3)	02/28/2022	Common Stock	18,430		18,430	D
Stock Option (right to buy)	$110.58							02/26/2014(3)	02/26/2023	Common Stock	15,790		15,790	D
Stock Option (right to buy)	$128.8							02/25/2015(4)	02/25/2024	Common Stock	19,900		19,900	D
Stock Option (right to buy)	$128.38							02/24/2016(5)	02/24/2025	Common Stock	26,490		26,490	D
Stock Option (right to buy)	$102.22							02/23/2017(6)	02/23/2026	Common Stock	49,405		49,405	D
Deferred Stock	$0(7)							(8)	(8)	Common Stock	4,071.236		4,071.236	D

Explanation of Responses:

1. The $117.37 price reported is the weighted average sale price. The sale prices ranged from $117.30 to $117.415 per share. Upon request of the SEC Staff, Praxair, Inc. or a security holder of Praxair, Inc., the reporting person will provide full information regarding the number of shares sold at each separate price.

2. The $117.41 price reported is the weighted average sale price. The sale prices ranged from $117.30 to $117.60 per share. Upon request of the SEC Staff, Praxair, Inc. or a security holder of Praxair, Inc., the reporting person will provide full information regarding the number of shares sold at each separate price.

3. This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant.

4. This option vests over three years in three consecutive equal annual installments beginning on February 25, 2015.

5. This option vests over three years in three consecutive equal annual installments beginning on February 24, 2016.

6. This option vests over three years in three consecutive equal annual installments beginning on February 23, 2017.

7. Conversion to Praxair Common Stock is on a 1-for-1 basis.

8. Deferred stock units acquired under the Praxair, Inc. Compensation Deferral Plan as amended ("Deferral Plan") and are to be settled in Praxair Common Stock.

Remarks:

	Anthony M. Pepper, Attorney-in-Fact	11/02/2016
	** Signature of Reporting Person	Date
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