CHART INDUSTRIES INC — Director's Dealing 2017

Jan 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHART INDUSTRIES INC (GTLS)
CIK: 0000892553
Period of Report: 2017-01-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Common Stock, par value $0.01 per share	A	29600	$0.00	Acquired	134344	Direct
2017-01-03	Common Stock, par value $0.01 per share	F	696	$36.93	Disposed	133648	Direct
2017-01-04	Common Stock, par value $0.01 per share	F	2885	$38.14	Disposed	130763	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-03	Stock Option (Right to Buy)	$36.93	A	89220	Acquired	2027-01-03	Common Stock (89220)	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
Stock Option (Right to Buy)	$68.21	2023-01-02	Common Stock (19470)	19470	Direct
Stock Option (Right to Buy)	$93.34	2024-01-02	Common Stock (17880)	17880	Direct
Stock Option (Right to Buy)	$34.27	2025-01-02	Common Stock (58630)	58630	Direct
Stock Option (Right to Buy)	$17.72	2026-01-04	Common Stock (125240)	125240	Direct

Footnotes

F1: These restricted share units were granted on January 3, 2017 pursuant to 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 with respect to one-third (1/3) of the total number of shares on each of the first three anniversaries of the date of grant, subject to tax withholding requirements.

F2: 29,600, 36,472, and 5,756 shares of the total amount beneficially owned were granted on January 3, 2017, January 4, 2016, and January 2, 2015, respectively, pursuant to restricted share unit agreements under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3 and remain subject to restriction.

F3: The reporting person surrendered 696 shares subject to the restricted share unit award, to satisfy tax withholding liabilities associated with the award, in an exempt transaction under Rule 16b-3.

F4: 28,904, 36,472, and 5,756 shares of the total amount beneficially owned were granted on January 3, 2017, January 4, 2016, and January 2, 2015, respectively, pursuant to restricted share unit agreements under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3 and remain subject to restriction.

F5: The reporting person surrendered 2,885 shares upon the vesting of 11,538 restricted share units, which is one-third (1/3) of the reporting person's January 4, 2016 restricted share unit award, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.

F6: 28,904, 24,934, and 5,756 shares of the total amount beneficially owned were granted on January 3, 2017, January 4, 2016, and January 2, 2015, respectively, pursuant to restricted share unit agreements under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3 and remain subject to restriction.

F7: No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5.

F8: 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.

F9: 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.

F10: 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.

F11: Held by trust for the benefit of the reporting person's family members, including the reporting person.

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 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.

F19: 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.

F20: These options were granted on January 2, 2015 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.

F21: These options were granted on January 4, 2016 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.

F22: These options were granted on January 3, 2017 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.