CHART INDUSTRIES INC — Director's Dealing 2011

Feb 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHART INDUSTRIES INC (GTLS)
CIK: 0000892553
Period of Report: 2011-01-24

Reporting Person: THOMAS SAMUEL F (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-24	Common Stock, par value $0.01 per share	G	535	$0.00	Disposed	159855	Direct
2011-01-24	Common Stock, par value $0.01 per share	G	535	$0.00	Acquired	21245	Indirect
2011-01-24	Common Stock, par value $0.01 per share	G	350	$0.00	Disposed	159505	Direct
2011-01-24	Common Stock, par value $0.01 per share	G	350	$0.00	Disposed	159155	Direct
2011-01-24	Common Stock, par value $0.01 per share	G	350	$0.00	Disposed	158805	Direct
2011-02-22	Common Stock, par value $0.01 per share	A	5610	$0.00	Acquired	164415	Direct
2011-02-22	Common Stock, par value $0.01 per share	F	1827	$39.33	Disposed	162588	Direct
2011-02-22	Common Stock, par value $0.01 per share	F	4697	$39.33	Disposed	157891	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	130000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$6.50	2015-11-23	Common Stock (237388)	237388	Direct
Stock Option (Right to Buy)	$6.50	2015-11-23	Common Stock (356876)	356876	Direct
Stock Option (Right to Buy)	$27.74	2017-08-02	Common Stock (18300)	18300	Direct
Stock Option (Right to Buy)	$30.95	2018-01-02	Common Stock (18950)	18950	Direct
Stock Option (Right to Buy)	$11.00	2019-01-02	Common stock (50000)	50000	Direct
Stock Option (Right to Buy)	$17.03	2020-01-04	Common Stock (47170)	47170	Direct
Stock Option (Right to Buy)	$36.45	2011-01-03	Common Stock (33070)	33070	Direct

Footnotes

F1: No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5.

F2: 43,420 and 12,990 shares of the total amount beneficially owned were granted on February 22, 2010 and January 3, 2011, respectively, pursuant to restricted stock award agreements under the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The restricted stock awards vest in equal installments on each of the first three anniversaries of the date of grant.

F3: Held by trust for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of the shares held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trust's shares for purposes of Section 16 or for any other purpose.

F4: Represents performance units granted on January 2, 2008 under the Chart Industries, Inc. 2005 Stock Incentive Plan that have vested and are paid out in shares of common stock.

F5: The reporting person surrendered 1,827 shares upon vesting of performance units, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.

F6: The reporting person surrendered 4,697 shares upon vesting of 1/3 of the reporting person's February 22, 2010 restricted stock award, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.

F7: These options were granted on November 23, 2005 pursuant to the terms of the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest annually from the date of grant in equal installments over five years based on continued service.

F8: These options were granted on November 23, 2005 as performance options under the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3 and became fully vested on June 12, 2007.

F9: These options were granted on August 2, 2007 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.

F10: These options were granted on January 2, 2008 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.

F11: These options were granted on January 2, 2009 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.

F12: These options were granted on January 4, 2010 pursuant to the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.

F13: These options were granted on January 3, 2011 pursuant to the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.