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: Cook Mary C. (CAO and Controller)

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	59	$36.02	Disposed	3806	Direct
2017-01-02	Common stock, par value $0.01 per share	F	131	$36.02	Disposed	3675	Direct
2017-01-03	Common stock, par value $0.01 per share	A	1100	$0.00	Acquired	4775	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	3860	Acquired	2027-01-03	Common Stock (3860)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$25.13	2026-05-03	Common Stock (6050)	6050	Direct

Footnotes

F1: Upon the vesting of the final one-third (1/3) of the reporting person's January 2, 2014 restricted stock award, the reporting person surrendered 59 shares of that restricted stock award, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.

F2: 2,260 and 674 shares of the total amount beneficially owned were granted on 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: Total reflects an amount adjusted to account for an administrative error that resulted in the over-reporting of 495 shares of the reporting person's initial beneficial ownership.

F4: The reporting person surrendered 131 shares upon the vesting of 337 restricted share units, which is one-third (1/3) 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.

F5: 2,260 and 337 shares of the total amount beneficially owned were granted on 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.

F6: 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.

F7: 1,100, 2,260 and 337 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.

F8: No transaction is being reported on this line.

F9: These options were granted on May 3, 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.

F10: 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.