CHART INDUSTRIES INC — Director's Dealing 2013

Jan 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHART INDUSTRIES INC (GTLS)
CIK: 0000892553
Period of Report: 2012-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock, par value $0.01 per share	G	1875	$0.00	Disposed	65973	Direct
2012-12-31	Common Stock, par value $0.01 per share	G	375	$0.00	Acquired	31620	Indirect
2012-12-31	Common Stock, par value $0.01 per share	G	42000	$0.00	Disposed	88000	Indirect
2012-12-31	Common Stock, par value $0.01 per share	G	42000	$0.00	Acquired	107973	Direct
2012-12-31	Common Stock, par value $0.01 per share	G	14000	$0.00	Disposed	93973	Direct
2012-12-31	Common Stock, par value $0.01 per share	G	14000	$0.00	Acquired	45620	Indirect
2012-12-31	Common Stock, par value $0.01 per share	G	14000	$0.00	Disposed	79973	Direct
2012-12-31	Common Stock, par value $0.01 per share	G	14000	$0.00	Acquired	34000	Indirect
2012-12-31	Common Stock, par value $0.01 per share	G	14000	$0.00	Disposed	65973	Direct
2012-12-31	Common Stock, par value $0.01 per share	G	14000	$0.00	Acquired	54000	Indirect
2012-12-31	Common Stock, par value $0.01 per share	G	46000	$0.00	Disposed	42000	Indirect
2012-12-31	Common Stock, par value $0.01 per share	G	46000	$0.00	Acquired	46000	Indirect
2013-01-03	Common Stock, par value $0.01 per share	F	1683	$68.21	Disposed	64290	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-02	Stock Option (Right to Buy)	$68.21	A	19470	Acquired	2023-01-02	Common Stock (19470)	Direct
2013-01-02	Restricted Stock Unit	$0.00	A	11650	Acquired	2016-01-02	Common Stock (11650)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$6.50	2015-11-23	Common Stock (64264)	64264	Direct
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: 14,474 and 4,331 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: These shares were gifted to a trust for the benefit of the reporting person's family member. 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.

F3: Held by trusts for the benefit of the reporting person's family member. 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.

F4: Held by trust, with spouse as trustee, for the benefit of the reporting person's family member. 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.

F5: These shares were gifted to a trust for the benefit of the reporting person's family members, including his spouse. 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.

F6: Held by trust for the benefit of the reporting person's family members, including his spouse. 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.

F7: These shares were gifted to a trust for the benefit of the reporting person's family members, including the reporting person.

F8: Held by trust for the benefit of the reporting person's family members, including the reporting person.

F9: The reporting person surrendered 1683 shares upon vesting of 1/3 of the reporting person's January 3, 2011 restricted stock award, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.

F10: No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5.

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.

F19: These options were granted on January 2, 2013 pursuant to the Chart Industries, Inc. Amended and Restated 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.

F20: These securities, which are referred to by the Company as Leveraged Restricted Share Units (LRSUs), were granted on January 2, 2013 pursuant to a Leveraged Restricted Share Unit Agreement under the Chart Industries, Inc. Amended and Restated 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.