Praxair Form 4 PRAXAIR / Kelcey E Hoyt 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^*

Hoyt Kelcey E

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President, Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2018

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								436.9803	I	401(k)
Common Stock	02/26/2018		M		290(1)	A	$0	1,930	D
Common Stock	02/26/2018		F		91(2)	D	$155.62	1,839	D
Common stock	02/26/2018		A		1,165(3)	A	$0	3,004	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
Performance Share Units	$0(4)	02/26/2018		A		290		(4)	(4)	Common Stock	290	$0(4)	290	D
Performance Share Units(4)	(4)	02/26/2018		M			290	(4)	(4)	Common Stock	290	(4)	0	D
Stock Option (right to buy)	$154	02/27/2018		A		9,700		02/27/2019(5)	02/27/2028	Common Stock	9,700	$0	9,700	D
Stock Option (right to buy)	$109.68							02/28/2013(6)	02/28/2022	Common Stock	3,995		3,995	D
Stock Option (right to buy)	$110.58							02/26/2014(6)	02/26/2023	Common Stock	2,675		2,675	D
Stock Option (right to buy)	$128.8							02/25/2015(6)	02/25/2024	Common Stock	3,735		3,735	D
Stock Option (right to buy)	$128.38							02/24/2016(6)	02/24/2025	Common Stock	5,150		5,150	D
Stock Option (right to buy)	$102.22							02/23/2017(7)	02/23/2026	Common Stock	9,360		9,360	D
Stock Option (right to buy)	$118.71							02/28/2018(8)	02/28/2027	Common Stock	10,500		10,500	D
Deferred Stock	$0(9)	02/27/2018		A		11.383		(10)	(10)	Common Stock	11.383	$0	11.383	D

Explanation of Responses:

1. Shares of common stock acquired pursuant to the payout of a performance share unit grant made on February 24, 2015 (the "PSU").

2. Shares of common stock withheld from the PSU payout to cover tax withholdings.

3. Restricted stock unit award granted on February 27, 2018, payable in shares of Praxair Common Stock, vesting 100% on February 27, 2021.

4. The PSU paid out on Februrary 26, 2018 and the number of shares awarded and paid out was determined based upon the average annual return on capital ("ROC") of Praxair, Inc. from 2015-2017 measured against ROC goals set by the Compensation and Management Development Committee of the Board of Directors when the PSU was granted in 2015.

5. This option vests over three years in three consecutive equal annual installments beginning on February 27, 2019.

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

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

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

9. Conversion to Praxair Common stock is on a 1-for-1 basis.

10. 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	02/28/2018
	** Signature of Reporting Person	Date
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