Sec Form 4 Filing - Roby Anne K @ PRAXAIR INC - 2018-02-26

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Roby Anne K
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)
Senior Vice President
(Last) (First) (Middle)
C/O PRAXAIR, INC., 10 RIVERVIEW DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2018
(Street)
DANBURY, CT06810
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 1,197.1653 I 401(k)
Common Stock 02/26/2018 M 1,494 ( 1 ) A $ 0 23,059 D
Common Stock 02/26/2018 F 693 ( 2 ) D $ 155.62 22,366 D
Common Stock 02/27/2018 A 3,885 ( 3 ) A $ 0 26,251 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 (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 $ 0 ( 4 ) 02/26/2018 A 1,494 ( 4 ) ( 4 ) Common Stock 1,494 $ 0 ( 4 ) 1,494 D
Performance Share Units ( 4 ) ( 4 ) 02/26/2018 M 1,494 ( 4 ) ( 4 ) Common Stock 1,494 ( 4 ) 0 D
Stock Option (right to buy) $ 154 02/27/2018 A 32,335 02/27/2019( 5 ) 02/27/2028 Common Stock 32,335 $ 0 32,335 D
Stock Option (right to buy) $ 97.84 02/22/2012( 6 ) 02/22/2021 Common Stock 13,195 13,195 D
Stock Option (right to buy) $ 109.68 02/28/2013( 6 ) 02/28/2022 Common Stock 18,430 18,430 D
Stock Option (right to buy) $ 110.58 02/26/2014( 6 ) 02/26/2023 Common Stock 15,790 15,790 D
Stock Option (right to buy) $ 128.8 02/25/2015( 6 ) 02/25/2024 Common Stock 19,900 19,900 D
Stock Option (right to buy) $ 128.38 02/24/2016( 6 ) 02/24/2025 Common Stock 26,490 26,490 D
Stock Option (right to buy) $ 102.22 02/23/2017( 7 ) 02/23/2026 Common Stock 49,405 49,405 D
Stock Option (right to buy) $ 118.71 02/28/2018( 8 ) 02/28/2027( 8 ) Common Stock 39,585 39,585 D
Deferred Stock $ 0 ( 9 ) 02/27/2018 A 52.695 ( 10 ) ( 10 ) Common Stock 52.695 $ 0 4,313.513 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roby Anne K
C/O PRAXAIR, INC.
10 RIVERVIEW DRIVE
DANBURY, CT06810
Senior Vice President
Signatures
Anthony M. Pepper, Attorney-in-Fact 02/28/2018
Signature of Reporting Person Date
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 February 26, 2018 and the number of shaes 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 option 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.

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.