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 CHART INDUSTRIES INC [ GTLS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/02/2017 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock, par value $0.01 per share | 01/02/2017 | F | 1,440(1) | D | $36.02 | 101,433(2) | D | |||
| Common Stock, par value $0.01 per share | 01/02/2017 | M | 4,860(3) | A | $0.00 | 106,293(2) | D | |||
| Common Stock, par value $0.01 per share | 01/02/2017 | F | 1,549(4) | D | $36.02 | 104,744(2) | D | |||
| Common Stock, par value $0.01 per share(5) | 28,275 | I | By spouse | |||||||
| Common Stock, par value $0.01 per share(5) | 48,020 | I | By Trusts(6) | |||||||
| Common Stock, par value $0.01 per share(5) | 36,000 | I | By Trust(7) | |||||||
| Common Stock, par value $0.01 per share(5) | 54,000 | I | By Trust(8) | |||||||
| Common Stock, par value $0.01 per share(5) | 46,000 | I | By Trust(9) | |||||||
| 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 | ||||||||
| Stock Option (Right to Buy)(5) | $27.74 | (10) | 08/02/2017 | Common Stock | 18,300 | 18,300(10) | D | ||||||||
| Stock Option (Right to Buy)(5) | $30.95 | (11) | 01/02/2018 | Common Stock | 18,950 | 18,950(11) | D | ||||||||
| Stock Option (Right to Buy)(5) | $11 | (12) | 01/02/2019 | Common stock | 50,000 | 50,000(12) | D | ||||||||
| Stock Option (Right to Buy)(5) | $17.03 | (13) | 01/04/2020 | Common Stock | 47,170 | 47,170(13) | D | ||||||||
| Stock Option (Right to Buy)(5) | $36.45 | (14) | 01/03/2021 | Common Stock | 33,070 | 33,070(14) | D | ||||||||
| Stock Option (Right to Buy)(5) | $55.93 | (15) | 01/03/2022 | Common Stock | 21,410 | 21,410(15) | D | ||||||||
| Stock Option (Right to Buy)(5) | $68.21 | (16) | 01/02/2023 | Common Stock | 19,470 | 19,470(16) | D | ||||||||
| Stock Option (Right to Buy)(5) | $93.34 | (17) | 01/02/2024 | Common Stock | 17,880 | 17,880(17) | D | ||||||||
| Restricted Stock Unit(18) | $0.00 | 01/02/2017 | M | 4,860 | (18) | 01/02/2017 | Common Stock | 4,860 | $0.00 | 0(18) | D | ||||
| Stock Option (Right to Buy)(5) | $34.27 | (19) | 01/02/2025 | Common Stock | 58,630 | 58,630(19) | D | ||||||||
| Stock Option (Right to Buy)(5) | $17.72 | (20) | 01/04/2026 | Common Stock | 125,240 | 125,240(20) | D | ||||||||
| Explanation of Responses: |
| 1. The reporting person surrendered 1,440 shares upon the vesting of 5,757 restricted share units, which is one-third (1/3) of the reporting person's January 2, 2015 restricted share unit award, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3. |
| 2. 36,472 and 5,756 shares of the total amount beneficially owned were granted on January 4, 2016 and January 2, 2015, respectively, pursuant to restricted share unit agreements under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3 and remain subject to restriction. |
| 3. These shares represent vesting of Leveraged Restricted Share Units (LRSUs) granted on January 2, 2014 pursuant to a Leveraged Restricted Share Unit Agreement under the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The LRSU award was originally reported at target performance levels comprising 9,720 shares, but only 4,860 shares vested and will be paid in shares of Company common stock, which reflects actual performance under the LRSU award agreement. |
| 4. The reporting person surrendered 1,549 shares upon the vesting of LRSUs, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3. |
| 5. No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5. |
| 6. Held by trusts for the benefit of the reporting person's family member. The reporting person disclaims beneficial ownership of the shares held by the trusts, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trusts' shares for purposes of Section 16 or for any other purpose. |
| 7. Held by trust, with spouse as trustee, for the benefit of the reporting person's family member. The reporting person disclaims beneficial ownership of the shares held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trust's shares for purposes of Section 16 or for any other purpose. |
| 8. Held by trust for the benefit of the reporting person's family members, including his spouse. The reporting person disclaims beneficial ownership of the shares held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trust's shares for purposes of Section 16 or for any other purpose. |
| 9. Held by trust for the benefit of the reporting person's family members, including the reporting person. |
| 10. These options were granted on August 2, 2007 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. |
| 11. These options were granted on January 2, 2008 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. |
| 12. These options were granted on January 2, 2009 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. |
| 13. These options were granted on January 4, 2010 pursuant to the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. |
| 14. These options were granted on January 3, 2011 pursuant to the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. |
| 15. These options were granted on January 3, 2012 pursuant to the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. |
| 16. These options were granted on January 2, 2013 pursuant to the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. |
| 17. These options were granted on January 2, 2014 pursuant to the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. |
| 18. This LRSU award was granted on January 2, 2014 pursuant to a Leveraged Restricted Share Unit Agreement under the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The minimum number of shares of Company common stock that could be issued at payment is 50% of the grant amount of LRSUs, and the maximum number of shares of Company common stock that could be issued at payment is 150% of the grant amount of LRSUs. This LRSU award was originally reported at target performance levels comprising 9,720 shares, but only 4,860 shares vested, which reflects actual performance under the LRSU award agreement. |
| 19. These options were granted on January 2, 2015 pursuant to the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. |
| 20. These options were granted on January 4, 2016 pursuant to the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant. |
| Remarks: |
| /s/ Samuel F. Thomas, by Arthur C. Hall III, his attorney-in-fact pursuant to Power of Attorney dated June 29, 2006 on file with the Commission | 01/04/2017 | |
| ** 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. | ||