Praxair Form 4 PRAXAIR / STEPHEN F ANGEL 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

ANGEL STEPHEN F

(Last) (First) (Middle)

C/O PRAXAIR, INC.

10 RIVERVIEW DRIVE

(Street)

DANBURY CT 06810

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2017

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								2,268	I	In trust for children
Common Stock								165,258	I	Grantor Retained Annuity Trusts
Common Stock								13,795	I	Angel Descendants Trust
Common Stock								9,112.9361	I	401(k)
Common Stock	10/27/2017		M		281,510	A	$60.92	350,770	D
Common Stock	10/27/2017		F		196,675(1)	D	$148.66	154,095	D
Common Stock	10/27/2017		G		28,103(8)	D	$0	125,992	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)	$60.92	10/27/2017		M			281,510	02/24/2010(2)	02/24/2019	Common Stock	281,510	$0	0	D
Stock Option (right to buy)	$76.16							02/23/2011(2)	02/23/2020	Common Stock	204,640		204,640	D
Stock Option (right to buy)	$97.84							02/22/2012(2)	02/22/2021	Common Stock	218,175		218,175	D
Stock Option (right to buy)	$109.68							02/28/2013(2)	02/28/2022	Common Stock	236,510		236,510	D
Stock Option (right to buy)	$110.58							02/26/2014(2)	02/26/2023	Common Stock	187,015		187,015	D
Stock Option (right to buy)	$128.8							02/25/2015(2)	02/25/2024	Common Stock	203,930		203,930	D
Stock Option (right to buy)	$128.38							02/24/2016(3)	02/24/2025	Common Stock	261,075		261,075	D
Stock Option (right to buy)	$102.22							02/23/2017(4)	02/23/2026	Common Stock	416,355		416,355	D
Stock Option (right to buy)	$118.71							02/28/2018(5)	02/28/2027	Common Stock	435,850		435,850	D
Deferred Stock Unit	$0(6)							(7)	(7)	Common Stock	66,666,566		66,666,566	D

Explanation of Responses:

1. Shares withheld from option exercise to pay the option exercise price and taxes. No market sale of shares occurred. The reporting person acquired and held 84,835 shares net of the shares withheld.

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

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

4. The option vests over three years in three consecutivve equal annual installments beginning on February 23, 2017.

5. This option vests over three years in three consecutive equal annual installments beginning on February 28, 2018.

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

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

8. Gift of shares; no market transaction occurred.

Remarks:

	Anthony M. Pepper, Attorney-in-Fact	10/31/2017
	** 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.