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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol LINDE PLC [ LIN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/21/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Ordinary Shares | 03/21/2022 | M | 10,770(1) | A | $0 | 44,460 | D | |||
| Ordinary Shares | 03/21/2022 | F | 4,991(2) | D | $311.66 | 39,469 | D | |||
| Ordinary Shares | 03/21/2022 | M | 5,310(1) | A | $0 | 44,779 | D | |||
| Ordinary Shares | 03/21/2022 | F | 2,461(2) | D | $311.66 | 42,318 | D | |||
| Ordinary Shares | 03/21/2022 | M | 3,590(3) | A | $0 | 45,908 | D | |||
| Ordinary Shares | 03/21/2022 | F | 1,664(2) | D | $311.66 | 44,244 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | $0 | 03/21/2022 | M | 3,590 | (3) | (3) | Ordinary Shares | 3,590 | $0 | 0 | D | ||||
| Performance Share Units | $0 | 03/21/2022 | A | 10,770 | (4) | (4) | Ordinary Shares | 10,770 | $0 | 10,770 | D | ||||
| Performance Share Units | $0 | 03/21/2022 | M | 10,770 | (4) | (4) | Ordinary Shares | 10,770 | $0 | 0 | D | ||||
| Performance Share Units | $0 | 03/21/2022 | A | 5,310 | (5) | (5) | Ordinary Shares | 5,310 | $0 | 5,310 | D | ||||
| Performance Share Units | $0 | 03/21/2022 | M | 5,310 | (5) | (5) | Ordinary Shares | 5,310 | $0 | 0 | D | ||||
| Restricted Stock Units | (6) | (6) | (6) | Ordinary Shares | 6,335 | 6,335 | D | ||||||||
| Restricted Stock Units | (7) | (7) | (7) | Ordinary Shares | 3,895 | 3,895 | D | ||||||||
| Restricted Stock Units | (8) | (8) | (8) | Ordinary Shares | 3,090 | 3,090 | D | ||||||||
| Stock Option (right to buy) | $270.99 | 03/07/2023(9) | 03/07/2032 | Ordinary Shares | 54,920 | 54,920 | D | ||||||||
| Stock Option (right to buy) | $253.68 | 03/08/2022(10) | 03/08/2031 | Ordinary Shares | 40,995 | 40,995 | D | ||||||||
| Stock Option (right to buy) | $173.13 | 03/09/2021(11) | 03/09/2030 | Ordinary Shares | 37,565 | 37,565 | D | ||||||||
| Stock Option (right to buy)(12) | $1.92 | 06/07/2021 | 06/07/2022 | Ordinary Shares | 2,840 | 2,840 | D | ||||||||
| Stock Option (right to buy) | $176.63 | 03/20/2020(13) | 03/20/2029 | Ordinary Shares | 40,470 | 40,470 | D | ||||||||
| Explanation of Responses: |
| 1. Shares of common stock acquired pursuant to the payout of a performance share unit grant made on March 20, 2019 (the "PSU"). |
| 2. Shares of common stock withheld from the payout to cover tax withholdings. |
| 3. Shares of common stock acquired pursuant to the payout of a restricted stock unit grant made on March 20, 2019. |
| 4. The PSU paid out on March 21, 2022 and the number of shares awarded and paid out was determined based upon the average annual return on capital ("ROC") of Linde plc from 2019-2021 measured against ROC goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2019. |
| 5. The PSU paid out on March 21, 2022 and the number of shares awarded and paid out was determined based upon the total shareholder return ("TSR") of Linde plc from 2019-2021 measured against TSR goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2019. |
| 6. Restricted Stock Units that will vest in full and payout on or about March 7, 2025 in Linde plc Ordinary Shares on a one-for-one basis. |
| 7. Restricted Stock Units that will vest in full and payout on or about March 8, 2024 in Linde plc Ordinary Shares on a one-for-one basis. |
| 8. Restricted Stock Units that will vest in full and payout on or about March 9, 2023 in Linde plc Ordinary Shares on a one-for-one basis. |
| 9. This option vests over three years in three consecutive equal annual installments beginning on March 7, 2023. |
| 10. This option vests over three years in three consecutive equal annual installments beginning on March 8, 2022. |
| 11. This option vests over three years in three consecutive equal annual installments beginning on March 9, 2021. |
| 12. Stock options have been granted pursuant to the Business Combination Agreement among Praxair, Inc., Linde AG, Linde plc and certain of their affiliates, dated June 1, 2017, as amended (the "BCA"). The stock options replace certain previously granted equity awards granted by Linde AG that were terminated in connection with the closing of the Business Combination of Praxair, Inc. and Linde AG that occurred on October 31, 2018. A more detailed explanation of these stock option replacement awards is discussed in the Linde plc Registration Statement on Form S-4 (Amendment No. 4) filed with the SEC on August 11, 2017 under the section titled "The Business Combination - Interests of Directors, Board Members and Executive Officers in the Business Combination - Linde AG - Treatment of Equity Awards" on pages 183-187. |
| 13. This option vests over three years in three consecutive equal annual installments beginning March 20, 2020. |
| Anthony M. Pepper as attorney-in-fact | 05/27/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||