Sec Form 4 Filing - Hoyt Kelcey E @ LINDE PLC - 2023-03-10

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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
Hoyt Kelcey E
2. Issuer Name and Ticker or Trading Symbol
LINDE PLC [ LIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Principal Accounting Officer
(Last) (First) (Middle)
C/O LINDE PLC, FORGE, 43 CHURCH STREET WEST
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2023
(Street)
WOKING, SURREY, X0GU21 6HT
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
Ordinary Shares ( 1 ) 03/10/2023 M 460 ( 2 ) A $ 0 6,930.107 D
Ordinary Shares ( 1 ) 03/10/2023 F 214 ( 3 ) D $ 345.92 6,716.107 D
Ordinary Shares ( 1 ) 03/10/2023 M 1,370 ( 4 ) A $ 0 8,086.107 D
Ordinary Shares ( 1 ) 03/10/2023 F 430 ( 3 ) D $ 345.92 7,656.107 D
Ordinary Shares ( 1 ) 03/10/2023 M 740 ( 5 ) A $ 0 8,396.107 D
Ordinary Shares ( 1 ) 03/10/2023 F 287 ( 3 ) D $ 345.92 8,109.107 D
Ordinary Shares ( 1 ) 523.547 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
Performance Share Units ( 1 ) $ 0 ( 4 ) 03/10/2023 A 1,370 ( 4 ) ( 4 ) Ordinary Shares 1,370 $ 0 1,370 D
Performance Share Units ( 1 ) $ 0 ( 4 ) 03/10/2023 M 1,370 ( 4 ) ( 4 ) Ordinary Shares 1,370 $ 0 0 D
Performance Share Units ( 1 ) $ 0 ( 5 ) 03/10/2023 A 740 ( 5 ) ( 5 ) Ordinary Shares 740 $ 0 740 D
Performance Share Units ( 1 ) $ 0 ( 5 ) 03/10/2023 M 740 ( 5 ) ( 5 ) Ordinary Shares 740 $ 0 0 D
Restricted Stock Units ( 1 ) ( 6 ) ( 6 ) ( 6 ) Ordinary Shares 320 320 D
Restricted Stock Units ( 1 ) ( 7 ) ( 7 ) ( 7 ) Ordinary Shares 310 310 D
Restricted Stock Units ( 1 ) ( 8 ) ( 8 ) ( 8 ) Ordinary Shares 390 390 D
Restricted Stock Units ( 1 ) $ 0 ( 2 ) 03/10/2023 M 460 ( 2 ) ( 2 ) Ordinary Shares 460 $ 0 0 D
Stock Option (right to buy) ( 1 ) $ 354.14 03/07/2024( 9 ) 03/07/2033 Ordinary Shares 2,110 2,110 D
Stock Options (right to buy) ( 1 ) $ 270.99 03/07/2023( 10 ) 03/07/2032 Ordinary Shares 2,680 2,680 D
Stock Option (right to buy) ( 1 ) $ 253.68 03/08/2022( 11 ) 03/08/2031 Ordinary Shares 4,100 4,100 D
Stock Option (right to buy) ( 1 ) $ 173.13 03/09/2021( 12 ) 03/09/2030 Ordinary Shares 5,545 5,545 D
Stock Option (right to buy) ( 1 ) $ 176.63 03/20/2020( 13 ) 03/20/2029 Ordinary Shares 5,995 5,995 D
Stock Option (right to buy) ( 1 ) $ 102.22 02/23/2017( 13 ) 02/23/2026 Ordinary Shares 9,360 9,360 D
Stock Option (right to buy) ( 1 ) $ 118.71 02/28/2018( 13 ) 02/28/2027 Ordinary Shares 10,500 10,500 D
Stock Option (right to buy) ( 1 ) $ 154 02/27/2019( 13 ) 02/27/2028 Ordinary Shares 9,700 9,700 D
Deferred Stock Unit ( 1 ) ( 14 ) ( 15 ) ( 15 ) Ordinary Shares 110.467 110.467 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hoyt Kelcey E
C/O LINDE PLC
FORGE, 43 CHURCH STREET WEST
WOKING, SURREY, X0GU21 6HT
Principal Accounting Officer
Signatures
Anthony M. Pepper, Attorney-in-Fact 03/13/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 1, 2023, Linde plc (formerly Rounderway plc), an Irish public limited company ("New Linde"), became the successor of Linde plc, an Irish public limited company ("Old Linde"), pursuant to a scheme of arrangement and merger under Irish law. Pursuant to the scheme of arrangement, all outstanding ordinary shares of Old Linde were exchanged, on a one-for-one basis, for ordinary shares of New Linde, and Old Linde subsequently merged into New Linde and ceased to exist. The transaction did not alter the relative interests of security holders.
( 2 )Shares of common stock acquired pursuant to the payout of a restricted stock unit grant made on March 9, 2020.
( 3 )Shares of common stock withheld from the payout to cover tax wi thholdings.
( 4 )The PSU paid out on March 10, 2023 and the number of shares awarded and paid out was determined based upon the average annual return on capital ("ROC") of Linde plc from 2020-2022 measured against ROC goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2020.
( 5 )The PSU paid out on March 10, 2023 and the number of shares awarded and paid out was determined based upon the total shareholder return ("TSR") of Linde plc from 2020-2022 measured against TSR goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2020.
( 6 )Restricted Stock Units that will vest in full and payout on or about March 7, 2026 in Linde plc Ordinary Shares on a one-for-one basis.
( 7 )Restricted Stock Units that will vest in full and payout on or about March 7, 2025 in Linde plc Ordinary Shares on a one-for-one basis.
( 8 )Restricted Stock Units that will vest in full and payout on or about March 8, 2024 in Linde plc Ordinary Shares on a one-for-one basis.
( 9 )This option vests over three years in three consecutive equal annual installments beginning on March 7, 2024.
( 10 )This option vests over three years in three consecutive equal annual installments beginning on March 7, 2023.
( 11 )This option vests over three years in three consecutive equal annual installments beginning on March 8, 2022.
( 12 )This option vests over three years in three consecutive equal annual installments beginning on March 9, 2021.
( 13 )This option became exercisable in full in three (3) equal annual installments beginning on the first anniversary of the date of grant.
( 14 )Conversion to Linde plc Ordinary Shares is on a one-for-one basis.
( 15 )Deferred stock units acquired under the Compensation Deferred Plan as amended ("Plan"). The deferred stock units will payout in Linde plc Ordinary Shares on a one-for-one basis in accordance with the Plan.

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