CHART INDUSTRIES INC — Director's Dealing 2014

Feb 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHART INDUSTRIES INC (GTLS)
CIK: 0000892553
Period of Report: 2014-02-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-20	Common Stock, par value $0.01 per share	A	19485	$0.00	Acquired	36427	Direct
2014-02-20	Common Stock, par value $0.01 per share	F	7213	$89.83	Disposed	29214	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	28275	Indirect
Common Stock, par value $0.01 per share	48020	Indirect
Common Stock, par value $0.01 per share	36000	Indirect
Common Stock, par value $0.01 per share	54000	Indirect
Common Stock, par value $0.01 per share	46000	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
Stock Option (Right to Buy)	$68.21	2023-01-02	Common Stock (19470)	19470	Direct
Restricted Stock Unit	$0.00	2016-01-02	Common Stock (11650)	11650	Direct
Stock Option (Right to Buy)	$93.34	2024-01-02	Common Stock (17880)	17880	Direct
Restricted Stock Unit	$0.00	2017-01-02	Common Stock (9720)	9720	Direct

Footnotes

F1: Represents performance units granted on January 3, 2011, under the Chart Industries, Inc. 2009 Omnibus Equity Plan, that have vested and are paid out in shares of common stock.

F2: The reporting person surrendered 7,213 shares upon the vesting of performance units, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.

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

F4: 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.

F5: 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.

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

F8: 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: These options were granted on January 2, 2014 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.

F18: These securities, which are referred to by the Company as Leveraged Restricted Share Units (LRSUs), were granted on January 2, 2014 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.