Bernd Hugo Eulitz Form 4 LINDE / Bernd Hugo Eulitz 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^*

Eulitz Bernd Hugo

(Last) (First) (Middle)

C/O LINDE PLC

THE PRIESTLEY CENTRE, 10 PRIESTLEY ROAD

(Street)

GUILDFORD, SURREY X0 GU2 7XY

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LINDE PLC [ LIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive VP Americas Gases

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2019

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
Ordinary Shares	06/04/2019		M		106(1)	A	$0(1)	10,648	D
Ordinary Shares	06/04/2019		F		55(2)	D	$180.55	10,593	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
Restricted Stock Units(3)	$0(1)	06/04/2019		M			106	(1)	(1)	Ordinary Shares	106	$0	0	D
Restricted Stock Units(3)	(4)							(4)	(4)	Ordinary Shares	376		376	D
Restricted Stock Units(3)	(5)							(5)	(5)	Ordinary Shares	624		624	D
Restricted Stock Units	(6)							(6)	(6)	Ordinary Shares	3,590		3,590	D
Stock Option (right to buy)(3)	$1.92							06/01/2019	06/01/2020	Ordinary Shares	646		646	D
Stock Option (right to buy)(3)	$1.92							06/01/2020	06/01/2021	Ordinary Shares	2,289		2,289	D
Stock Option (right to buy)(3)	$1.92							06/07/2021	06/07/2022	Ordinary Shares	2,582		2,582	D
Stock Option (right to buy)	$176.63							03/20/2020(7)	03/20/2029	Ordinary Shares	40,470		40,470	D

Explanation of Responses:

1. Ordinary shares acquired pursuant to the payout of a restricted stock unit ("RSU") grant made on April 24, 2019.

2. Ordinary shares withheld from RSU payout to cover tax withholdings.

3. Restricted Stock Units ("RSUs") and 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 RSUs and 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 RSU and 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.

4. Restricted Stock Units that will vest in full and payout on or about June 1, 2020 in Linde plc Ordinary Shares on a one-for-one basis.

5. Restricted Stock Units that will vest in full and payout on or about June 7, 2021 in Linde plc Ordinary Shares on a one-for-one basis.

6. Restricted Stock Units that will vest in full and payout on or about March 20, 2022 in Linde plc Ordinary Shares on a one-for-one basis.

7. This option vests over three years in three consecutive equal annual installments beginning March 20, 2020.

Remarks:

	Anthony M. Pepper as attorney-in-fact	06/04/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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