Sec Form 4 Filing - SAWYER JAMES S @ PRAXAIR INC - 2013-04-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SAWYER JAMES S
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)
Executive V.P. and CFO
(Last) (First) (Middle)
39 OLD RIDGEBURY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/26/2013
(Street)
DANBURY, CT06810-5113
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/26/2013 S 38,099 D $ 112.8522 ( 1 ) 20,804 D
Common Stock 12,940.1545 I 401(k)
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 83.89 02/26/2009( 2 ) 02/26/2018 Common Stock 37,447 37,447 D
Stock Option (right to buy) $ 60.92 02/24/2010( 2 ) 02/24/2019 Common Stock 27,067 27,067 D
Stock Option (right to buy) $ 76.16 02/23/2011( 2 ) 02/23/2020 Common Stock 35,814 35,814 D
Stock Option (right to buy) $ 97.84 02/22/2012( 3 ) 02/22/2021 Common Stock 56,070 56,070 D
Stock Option (right to buy) $ 109.68 02/28/2013( 4 ) 02/28/2022 Common Stock 53,755 53,755 D
Stock Option (right to buy) $ 110.58 02/26/2014( 5 ) 02/26/2023 Common Stock 43,720 43,720 D
Deferred Stock $ 0 ( 6 ) ( 7 ) ( 7 ) Common Stock 5,260.84 5,260.84 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SAWYER JAMES S
39 OLD RIDGEBURY ROAD
DANBURY, CT06810-5113
Executive V.P. and CFO
Signatures
Anthony M. Pepper, Attorney-in-Fact 04/30/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The $112.8522 price reported is the weighted average sale price. The sale prices ranged from $112.535 to $113.15 per share. Upon request of the SEC Staff, Praxair, Inc. or a security holder of Praxair, Inc., the reporting person will provide full information regarding the number os shares sold at each separate price.
( 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 22, 2012.
( 4 )This option vests over three years in three consecutive equal annual installments beginning on February 28, 2013.
( 5 )This option vests over three years in three consecutive equal annual installments beginning on February 26, 2014.
( 6 )Conversion to Praxair Common Stock is on a 1-for-1 basis.
( 7 )Deferred stock units acquired under the Praxair, Inc. Compensation Deferral Program as amended ("Deferral Program") and are to be settled in Praxair Common Stock.

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* 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).

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