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: 2011-02-22

Reporting Person: BIEHL MICHAEL F (Executive VP, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-22	Common Stock, par value $0.01 per share	A	1928	$0.00	Acquired	15340	Direct
2011-02-22	Common Stock, par value $0.01 per share	F	710	$39.33	Disposed	14630	Direct
2011-02-22	Common Stock, par value $0.01 per share	F	1036	$39.33	Disposed	13594	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	29800	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$6.50	2015-11-23	Common Stock (20244)	20244	Direct
Stock Option (Right to Buy)	$27.74	2017-08-02	Common Stock (6100)	6100	Direct
Stock Option (Right to Buy)	$30.95	2018-01-02	Common Stock (6500)	6500	Direct
Stock Option (Right to Buy)	$11.00	2019-01-02	Common stock (9750)	9750	Direct
Stock Option (Right to Buy)	$17.03	2020-01-04	Common Stock (11000)	11000	Direct
Stock Option (Right to Buy)	$36.45	2021-01-03	Common Stock (7240)	7240	Direct

Footnotes

F1: Represents performance units granted on January 2, 2008 under the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan that have vested and are paid out in shares of common stock.

F2: 9,290 and 2,840 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: The reporting person surrendered 710 shares upon vesting of performance units, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.

F4: The reporting person surrendered 1,036 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.

F5: No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5.

F6: The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the benficial owner of these securities for purposes of Section 16 or for any other purpose.

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 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.