CHART INDUSTRIES INC — Director's Dealing 2011

Mar 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHART INDUSTRIES INC (GTLS)
CIK: 0000892553
Period of Report: 2011-03-02

Reporting Person: Webster Kenneth J (Vice Pres., CAO and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-02	Common Stock, par value $0.01 per share	M	1680	$11.00	Acquired	6158	Direct
2011-03-02	Common Stock, par value $0.01 per share	S	1680	$42.92	Disposed	4478	Direct
2011-03-02	Common Stock, par value $0.01 per share	M	965	$17.03	Acquired	5443	Direct
2011-03-02	Common Stock, par value $0.01 per share	S	965	$42.92	Disposed	4478	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-02	Stock Option (Right to Buy)	$11.00	M	1680	Disposed	2019-01-02	Common stock (1680)	Direct
2011-03-02	Stock Option (Right to Buy)	$17.03	M	965	Disposed	2020-01-04	Common Stock (965)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$27.74	2017-08-02	Common Stock (1300)	1300	Direct
Stock Option (Right to Buy)	$30.95	2018-01-02	Common Stock (2240)	2240	Direct
Stock Option (Right to Buy)	$36.45	2021-01-03	Common Stock (2590)	2590	Direct

Footnotes

F1: 2,174 and 1,020 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 and remain subject to restriction. The restricted stock awards vest in equal installments on each of the first three anniversaries of the date of grant.

F2: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $42.92 - $42.94. The reporting person hereby undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

F3: 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.

F4: 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.

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

F6: 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.

F7: 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.

F8: 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.