Sec Form 4 Filing - Menezes Eduardo F @ PRAXAIR INC - 2016-05-10

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 Menezes Eduardo F 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 Vice President (Last) (First) (Middle) C/O PRAXAIR, INC., 30 OLD RIDGEBURY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/10/2016 (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 05/10/2016 M 25,000 A $ 61.47 63,046.798 ( 1 ) D Common Stock 05/10/2016 S 25,000 D $ 114.01 ( 2 ) 38,046.798 ( 1 ) D Common Stock 2,986.6717 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) $ 61.47 05/10/2016 M 25,000 02/27/2008( 3 ) 02/27/2017 Common Stock 25,000 $ 0 0 D Stock Option (right to buy) $ 83.89 02/26/2009( 3 ) 02/26/2018 Common Stock 16,000 16,000 D Stock Option (right to buy) $ 76.16 02/23/2011( 3 ) 02/23/2020 Common Stock 19,610 19,610 D Stock Option (right to buy) $ 97.84 02/22/2012( 3 ) 02/22/2021 Common Stock 42,880 42,880 D Stock Option (right to buy) $ 109.68 02/28/2013( 3 ) 02/28/2022 Common Stock 43,005 43,005 D Stock Option (right to buy) $ 110.58 02/26/2014( 3 ) 02/26/2023 Common Stock 35,220 35,220 D Stock Option (right to buy) $ 128.8 02/25/2015( 4 ) 02/25/2024 Common Stock 37,305 37,305 D Stock Option (right to buy) $ 128.38 02/24/2016( 5 ) 02/24/2025 Common Stock 47,375 47,375 D Stock Option (right to buy) $ 102.22 02/23/2017( 6 ) 02/23/2026 Common Stock 89,070 89,070 D Deferred Stock $ 0 ( 7 ) ( 8 ) ( 8 ) Common Stock 699.969 699.969 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Menezes Eduardo F C/O PRAXAIR, INC. 30 OLD RIDGEBURY ROAD DANBURY, CT06810-5113 Executive Vice President Signatures Anthony M. Pepper, Attorney-in-Fact 05/12/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This total includes shares preveiusly acquired through automatic dividend reinvestment under the Praxair Dividend Reinvestment and Stock Purchase Plan. ( 2 )The $114.01 price reported is the weighted average sale price. The actual sale prices ranged from $114.00 to $114.09 per share. Upon request of the SEC Staff, Praxair, Inc. or a security holder of Praxair, Inc., the repo rting person will provide full information regarding the number of shares sold at each separate price. ( 3 )This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant. ( 4 )This option vests over three years in three consecutive equal annual installments beginning on February 25, 2015. ( 5 )This option vests over three years in three consecutive equal annual installments beginning on February 24, 2016. ( 6 )This options vests over three years in three consecutive equal annual installments beginning on February 23, 2017. ( 7 )Conversion to Praxair Common Stock is on a 1-for-1 basis. ( 8 )Deferred stock units acquired under the Praxair, Inc. Compensation Deferral Program as amended ("Deferred 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).

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