CHART INDUSTRIES INC — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHART INDUSTRIES INC (GTLS)
CIK: 0000892553
Period of Report: 2017-01-02

Reporting Person: Webster Kenneth J (Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-02	Common Stock, par value $0.01 per share	F	148	$36.02	Disposed	15470	Direct
2017-01-02	Common Stock, par value $0.01 per share	M	325	$0.00	Acquired	15795	Direct
2017-01-02	Common Stock, par value $0.01 per share	F	124	$36.02	Disposed	15671	Direct
2017-01-03	Common Stock, par value $0.01 per share	A	3850	$0.00	Acquired	19521	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-02	Restricted Stock Unit	$0.00	M	325	Disposed	2017-01-02	Common Stock (325)	Direct
2017-01-03	Stock Option (Right to Buy)	$36.93	A	12900	Acquired	2027-01-03	Common Stock (12900)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$17.03	2020-01-04	Common Stock (965)	965	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
Stock Option (Right to Buy)	$68.21	2023-01-02	Common Stock (1310)	1310	Direct
Stock Option (Right to Buy)	$93.34	2024-01-02	Common Stock (1200)	1200	Direct
Stock Option (Right to Buy)	$34.27	2025-01-02	Common Stock (3950)	3950	Direct
Stock Option (Right to Buy)	$17.72	2026-01-04	Common Stock (8690)	8690	Direct

Footnotes

F1: The reporting person surrendered 148 shares upon the vesting of 387 restricted share units, which is one-third of the reporting person's January 2, 2015 restricted share unit award, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.

F2: 3,900, 2,590 and 387 shares of the total amount beneficially owned were granted on April 15, 2016, 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: These shares represent vesting of Leveraged Restricted Share Units (LRSUs) granted on January 2, 2014 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. The LRSU award was originally reported at target performance levels comprising 650 shares, but only 325 shares vested and will be paid in shares of Company common stock, which reflects actual performance under the LRSU award agreement.

F4: The reporting person surrendered 124 shares upon the vesting of LRSUs, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.

F5: 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.

F6: 3,850, 3,900, 2,590 and 387 and shares of the total amount beneficially owned were granted on January 3, 2017, April 15, 2016, 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: 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.

F13: This LRSU award was granted on January 2, 2014 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. The minimum number of shares of Company common stock that could be issued at payment is 50% of the grant amount of LRSUs, and the maximum number of shares of Company common stock that could be issued at payment is 150% of the grant amount of LRSUs. This LRSU award was originally reported at target performance levels comprising 650 shares, but only 325 shares vested, which reflects actual performance under the LRSU award agreement.

F14: 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.

F15: 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.

F16: 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.