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Sec Form 4 Filing - Menezes Eduardo F @ PRAXAIR INC - 2018-10-31

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
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., 10 RIVERVIEW DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2018
(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 10/31/2018 D( 1 ) 3,578.8626 D $ 0 ( 1 ) 0 I 401(k)
Common Stock 10/31/2018 D( 1 ) 59,873.992 D $ 0 ( 1 ) 0 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
Restricted Stock Units $ 0 ( 1 ) 10/31/2018 D( 1 ) 7,375 ( 2 ) ( 2 ) Common Stock 7,375 $ 0 0 D
Restricted Stock Units $ 0 ( 3 ) 10/31/2018 D( 1 ) 6,330 ( 3 ) ( 3 ) Common Stock 6,330 $ 0 0 D
Restricted Stock Units $ 0 ( 4 ) 10/31/2018 D( 1 ) 7,808 ( 4 ) ( 4 ) Common Stock 7,808 $ 0 0 D
Restricted Stock Units $ 0 ( 3 ) 10/31/2018 D( 1 ) 6,464 ( 3 ) ( 3 ) Common Stock 6,464 $ 0 0 D
Restricted Stock Units $ 0 ( 4 ) 10/31/2018 D( 1 ) 5,340 ( 4 ) ( 4 ) Common Stock 5,340 $ 0 0 D
Stock Option (right to buy) $ 109.68 10/31/2018 D( 1 ) 43,005 ( 5 ) 02/28/2022 Common Stock 43,005 $ 0 ( 5 ) 0 D
Stock Option (right to buy) $ 110.58 10/31/2018 D( 1 ) 35,220 ( 5 ) 02/26/2023 Common Stock 35,220 $ 0 ( 5 ) 0 D
Stock Option (right to buy) $ 128.8 10/31/2018 D( 1 ) 37,305 ( 5 ) 02/25/2024 Common Stock 37,305 $ 0 ( 5 ) 0 D
Stock Option (right to buy) $ 128.38 10/31/2018 D( 1 ) 47,375 ( 5 ) 02/24/2025 Common Stock 47,375 $ 0 ( 5 ) 0 D
Stock Option (right to buy) $ 102.22 10/31/2018 D( 1 ) 89,070 ( 6 ) 02/23/2026 Common Stock 89,070 $ 0 ( 6 ) 0 D
Stock Option (right to buy) $ 118.71 10/31/2018 D( 1 ) 71,400 ( 7 ) 02/28/2027 Common Stock 71,400 $ 0 ( 7 ) 0 D
Stock Option (right to buy) $ 154 10/31/2018 D( 1 ) 61,430 ( 8 ) 02/27/2028 Common Stock 61,430 $ 0 ( 8 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Menezes Eduardo F
C/O PRAXAIR, INC.
10 RIVERVIEW DRIVE
DANBURY, CT06810
Executive Vice President
Signatures
Anthony M. Pepper, Attorney-in-Fact 11/01/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the disposition of Praxair common stock in connection with the consummation of the transactions contemplated by the Business Combination Agreement (the "BCA") dated as of June 1, 2017, by and among Linde Aktiengesellschaft, Praxair, Inc., a Delaware corporation (the "Company"), Linde plc, Zamalight Holdco LLC, and Zamalight Subco, Inc. (the "Business Combination"). In connection with the Business Combination, Praxair, Inc. became an indirect wholly-owned subsidiary of Linde plc, and each share of Praxair Common Stock, par value $0.01 per share, was exchanged for one Ordinary Share of Linde plc.
( 2 )Restricted Stock Units that were previously awarded by Praxair, Inc. will vest 100% on February 27, 2021. In connection with the BCA, the RSUs have been converted into RSUs of Linde plc Ordinary Shares on a one-for-one basis.
( 3 )Restricted Stock Units previously awarded by Praxair, Inc. on February 23, 2016 that will vest and payout on February 23, 2019. In connection with the BCA, the RSUs were converted to RSUs of Linde plc Ordinary Shares on a one-for-one basis.
( 4 )Restricted Stock Units previously awarded by Praxair, Inc. on February 28, 2017 that will vest and payout on February 28, 2020. In connection with the BCA, the RSUs were converted to RSUs of Linde plc Ordinary Shares on a one-for-one basis.
( 5 )This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant. and was fully vested and exercisable. In accordance with the Business Combination Agreement, each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option.
( 6 )This options vests over three years in three consecutive equal annual installments beginning on February 23, 2017. In accordance with the Buiness Combination Agreement , each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option.
( 7 )This option vests over three years in three consecutive equal annual installments beginning on February 28, 2018. In accordance with the Business Combination Agreement, each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of Praxair's option.
( 8 )This option vests over three years in three consecutive equal annual installments beginning on February 27, 2019. In accordance with the Business Combination Agreement, each stock option of Praxair outstanding immediately prior to the effective date of the Business Combination (whether vested or unvested) was automatically converted into an option to purchase shares of Linde plc ordinary shares equal to the total number of shares of Praxair Common Stock subject to such option immediately prior to the closing of the Business Combination and at a per-share exercise price equal to the per-share exercise price of the Praxair's option.

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).

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