CHART INDUSTRIES INC — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHART INDUSTRIES INC (GTLS)
CIK: 0000892553
Period of Report: 2012-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Stock, par value $0.01 per share	F	387	$62.29	Disposed	3968	Direct
2012-02-23	Common Stock, par value $0.01 per share	A	3431	$0.00	Acquired	7399	Direct
2012-02-23	Common Stock, par value $0.01 per share	F	1097	$66.21	Disposed	6302	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)	$11.00	2019-01-02	Common stock (1680)	1680	Direct
Stock Option (Right to Buy)	$17.03	2020-01-04	Common Stock (2895)	2895	Direct
Stock Option (Right to Buy)	$36.45	2021-01-03	Common Stock (2590)	2590	Direct
Stock Option (Right to Buy)	$55.93	2022-01-03	Common Stock (1520)	1520	Direct
Restricted Stock Unit	$0.00	2015-01-03	Common Stock (630)	630	Direct

Footnotes

F1: The reporting person surrendered 387 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.

F2: 1,088 and 681 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: Represents performance units granted on February 23, 2009 under the Chart Industries, Inc. 2005 Stock Incentive Plan that have vested and are paid out in shares of common stock.

F4: The reporting person surrendered 1097 shares upon vesting of performance units, 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: 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 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.