CHART INDUSTRIES INC — Director's Dealing 2012

Sep 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHART INDUSTRIES INC (GTLS)
CIK: 0000892553
Period of Report: 2012-09-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-06	Common Stock, par value $0.01 per share	S	3000	$72.32	Disposed	15500	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	14505	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$11.00	2019-01-02	Common stock (2438)	2438	Direct
Stock Option (Right to Buy)	$17.03	2020-01-04	Common Stock (5500)	5500	Direct
Stock Option (Right to Buy)	$36.45	2021-01-03	Common Stock (5430)	5430	Direct
Stock Option (Right to Buy)	$55.93	2022-01-03	Common Stock (5840)	5840	Direct
Restricted Stock Unit	$0.00	2015-01-03	Common Stock (2410)	2410	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in a narrow range all very close to $72.32. 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.

F2: 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.

F3: No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5.

F4: 3,098 and 1,894 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.

F5: 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.

F6: 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.

F7: 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.

F8: These options were granted on January 3, 2012 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.

F9: These securities, which are referred to by the Company as Leveraged Restricted Share Units (LRSUs), were granted on January 3, 2012 pursuant to a Leveraged Restricted Share Unit Agreement under the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. Shares of Company common stock will be issued following the vesting of the LRSUs on the third anniversary of the date of grant. The minimum number of shares of Company common stock that will be issued at payment is 50% of the grant amount of LRSUs, and the maximum number of shares of Company common stock that will be issued at payment is 150% of the grant amount of LRSUs.