Linde PLC — Director's Dealing 2022

Mar 23, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LINDE PLC (LIN)
CIK: 0001707925
Period of Report: 2022-03-21

Reporting Person: Opfermann Andreas (Executive VP, Clean Energy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-21	Ordinary Shares	M	960	—	Acquired	1506	Direct
2022-03-21	Ordinary Shares	F	456	$311.66	Disposed	1050	Direct
2022-03-21	Ordinary Shares	M	480	—	Acquired	1530	Direct
2022-03-21	Ordinary Shares	F	228	$311.66	Disposed	1302	Direct
2022-03-21	Ordinary Shares	M	320	—	Acquired	1622	Direct
2022-03-21	Ordinary Shares	F	152	$311.66	Disposed	1470	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-21	Restricted Stock Units	$	M	320	Disposed		Ordinary Shares (320)	Direct
2022-03-21	Performance Share Units	$	A	960	Acquired		Ordinary Shares (960)	Direct
2022-03-21	Performance Share Units	$	M	960	Disposed		Ordinary Shares (960)	Direct
2022-03-21	Performance Share Units	$	A	480	Acquired		Ordinary Shares (480)	Direct
2022-03-21	Performance Share Units	$	M	480	Disposed		Ordinary Shares (480)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0		Ordinary Shares (1365)	1365	Direct
Restricted Stock Units	$0		Ordinary Shares (1810)	1810	Direct
Restricted Stock Units	$0		Ordinary Shares (2145)	2145	Direct
Stock Options (right to buy)	$270.99	2032-03-07	Ordinary Shares (11830)	11830	Direct
Stock Option (right to buy)	$253.68	2031-03-08	Ordinary Shares (19070)	19070	Direct
Stock Option (right to buy)	$173.13	2030-03-09	Ordinary Shares (26090)	26090	Direct
Stock Option (right to buy)	$1.92	2022-06-07	Ordinary Shares (387)	387	Direct
Stock Option (right to buy)	$176.63	2029-03-20	Ordinary Shares (3600)	3600	Direct

Footnotes

F1: Shares of common stock acquired pursuant to the payout of a performance share unit grant made on March 20, 2019 (the "PSU").

F2: Shares of common stock withheld from the payout to cover tax withholdings.

F3: Shares of common stock acquired pursuant to the payout of a restricted stock unit grant made on March 20, 2019.

F4: The PSU paid out on March 21, 2022 and the number of shares awarded and paid out was determined based upon the average annual return on capital ("ROC") of Linde plc from 2019-2021 measured against ROC goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2019.

F5: The PSU paid out on March 21, 2022 and the number of shares awarded and paid out was determined based upon the total shareholder return ("TSR") of Linde plc from 2019-2021 measured against TSR goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2019.

F6: Restricted Stock Units that will vest in full and payout on or about March 7, 2025 in Linde plc Ordinary Shares on a one-for-one basis.

F7: Restricted Stock Units that will vest in full and payout on or about March 8, 2024 in Linde plc Ordinary Shares on a one-for-one basis.

F8: Restricted Stock Units that will vest in full and payout on or about March 9, 2023 in Linde plc Ordinary Shares on a one-for-one basis.

F9: This option vests over three years in three consecutive equal annual installments beginning on March 7, 2023.

F10: This option vests over three years in three consecutive equal annual installments beginning on March 8, 2022.

F11: This option vests over three years in three consecutive equal annual installments beginning on March 9, 2021.

F12: Stock options have been granted pursuant to the Business Combination Agreement among Praxair, Inc., Linde AG, Linde plc and certain of their affiliates, dated June 1, 2017, as amended (the "BCA"). The stock options replace certain previously granted equity awards granted by Linde AG that were terminated in connection with the closing of the Business Combination of Praxair, Inc. and Linde AG that occurred on October 31, 2018. A more detailed explanation of these stock option replacement awards is discussed in the Linde plc Registration Statement on Form S-4 (Amendment No. 4) filed with the SEC on August 11, 2017 under the section titled "The Business Combination - Interests of Directors, Board Members and Executive Officers in the Business Combination - Linde AG - Treatment of Equity Awards" on pages 183-187.

F13: This option vests over three years in three consecutive equal annual installments beginning on March 20,2020.