Statement of Changes in Beneficial Ownership (4)
February 28 2018 - 5:05PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Bichara Guillermo
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2. Issuer Name
and
Ticker or Trading Symbol
PRAXAIR INC
[
PX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP, General Counsel & Secty
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(Last)
(First)
(Middle)
C/O PRAXAIR, INC., 10 RIVERVIEW DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/26/2018
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(Street)
DANBURY, CT 06810
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1566.5856
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I
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401(k)
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Common Stock
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2/26/2018
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M
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1193
(1)
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A
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$0
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3318
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D
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Common Stock
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2/26/2018
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F
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374
(2)
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D
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$155.62
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2944
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D
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Common Stock
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2/27/2018
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A
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5670
(3)
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A
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$0
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8614
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Share Units
(4)
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$0
(4)
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2/26/2018
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A
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1193
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(4)
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(4)
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Common Stock
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1193
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$0
(4)
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1193
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D
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Performance Share Units
(4)
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(4)
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2/26/2018
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M
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1193
(1)
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(4)
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(4)
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Common Stock
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1193
(1)
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(4)
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0
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D
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Stock Option (right to buy)
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$154.00
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2/27/2018
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A
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38800
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2/27/2019
(5)
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2/27/2028
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Common Stock
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38800
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$0
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38800
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D
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Stock Option (right to buy)
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$109.68
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2/28/2013
(6)
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2/28/2022
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Common Stock
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2560
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2560
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D
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Stock Option (right to buy)
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$110.58
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2/26/2014
(6)
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2/26/2023
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Common Stock
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4860
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4860
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D
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Stock Option (right to buy)
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$128.80
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2/25/2015
(6)
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2/25/2024
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Common Stock
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7465
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7465
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D
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Stock Option (right to buy)
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$128.38
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2/24/2016
(6)
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2/24/2025
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Common Stock
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21190
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21190
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D
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Stock Option (right to buy)
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$102.22
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2/23/2017
(7)
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2/23/2026
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Common Stock
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44665
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44665
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D
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Stock Option (right to buy)
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$118.71
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2/28/2018
(8)
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2/28/2027
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Common Stock
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40100
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40100
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D
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Deferred Stock
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$0
(9)
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2/27/2018
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A
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73.871
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(10)
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(10)
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Common Stock
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73.871
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$0
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247.382
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D
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Explanation of Responses:
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(1)
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Shares of common stock acquired pursuant to the payout of a performance share unit grant made on February 24, 2015 (the "PSU").
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(2)
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Shares of common stock withheld from the PSU payout to cover tax withholdings.
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(3)
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Restricted stock unit award granted on February 27, 2018, payable in shares of Praxair Common Stock, vesting 100% on February 27, 2021.
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(4)
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The PSU paid out on February 26, 2018 and the number of shares awarded and paid out was determined based upon the average annual return on capital ("ROC") of Praxair, Inc. from 2015-2017 measured against ROC goals set by the Compensation and Management Development Committee of the Board of Directors when the PSU was granted in 2015.
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(5)
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This option vests over three years in three consecutive equal annual installments beginning on February 27, 2019.
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(6)
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This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant.
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(7)
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This option vests over three yeras in three consecutive equal annual installments beginning on February 23, 2017.
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(8)
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This option vests over three years in three consecutive equal annual installments beginning on February 28, 2018.
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(9)
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Conversion to Praxair Common Stock is on a l-for-1 basis.
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(10)
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Deferred stock units acquired under the Praxair, Inc. Compensation Deferral Plan as amended ("Deferral Plan") and are to be settled in Praxair Common Stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Bichara Guillermo
C/O PRAXAIR, INC.
10 RIVERVIEW DRIVE
DANBURY, CT 06810
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VP, General Counsel & Secty
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Signatures
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Anthony M. Pepper, Attorney-in-Fact
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2/28/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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