CHART INDUSTRIES INC — Director's Dealing 2012

Mar 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHART INDUSTRIES INC (GTLS)
CIK: 0000892553
Period of Report: 2012-03-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-08	Common Stock, par value $0.01 per share	M	14700	$6.50	Acquired	82548	Direct
2012-03-08	Common Stock, par value $0.01 per share	S	14700	$72.08	Disposed	67848	Direct
2012-03-09	Common Stock, par value $0.01 per share	M	35300	$6.50	Acquired	103148	Direct
2012-03-09	Common Stock, par value $0.01 per share	S	35300	$72.94	Disposed	67848	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-08	Stock Option (Right to Buy)	$6.50	M	14700	Disposed	2015-11-23	Common Stock (14700)	Direct
2012-03-09	Stock Option (Right to Buy)	$6.50	M	35300	Disposed	2015-11-23	Common Stock (35300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	31245	Indirect
Common Stock, par value $0.01 per share	20000	Indirect
Common Stock, par value $0.01 per share	40000	Indirect
Common Stock, par value $0.01 per share	130000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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	2021-01-03	Common Stock (33070)	33070	Direct
Stock Option (Right to Buy)	$55.93	2022-01-03	Common Stock (21410)	21410	Direct
Restricted Stock Unit	$0.00	2015-01-03	Common Stock (8840)	8840	Direct

Footnotes

F1: These securities were acquired pursuant to a prearranged trading plan adopted on November 9, 2011, that is intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934.

F2: 14,474 and 8,661 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.

F3: These securities were sold pursuant to a prearranged trading plan adopted on November 9, 2011, that is intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934.

F4: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $72.00 - $72.25. 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.

F5: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $72.06 - $73.49. 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.

F6: No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5.

F7: Held by trusts for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of the shares held by the trusts, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trusts' shares for purposes of Section 16 or for any other purpose.

F8: Held by trust, with spouse as trustee, for the benefit of the reporting person's son. 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.

F9: Held by trust for the benefit of the reporting person's family, including his spouse and 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.

F10: These options were exercised pursuant to a prearranged trading plan adopted on November 9, 2011, that is intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934.

F11: 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.

F12: 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.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: 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.

F18: 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.