Statement of Changes in Beneficial Ownership (4)
June 10 2019 - 5:13PM
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
*
ANGEL STEPHEN F
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2. Issuer Name
and
Ticker or Trading Symbol
LINDE PLC
[
LIN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O LINDE PLC, THE PRIESTLEY CENTRE, 10 PRIESTLEY ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/6/2019
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(Street)
GUILDFORD, SURREY, X0 GU2 7XY
(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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Ordinary Shares
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2268
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I
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In trust for children
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Ordinary Shares
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71029
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I
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Angel Descendants Trust
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Ordinary Shares
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20517
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I
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2012 Descendants Trust
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Ordinary Shares
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10434.867
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I
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401(k)
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Ordinary Shares
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6/6/2019
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M
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236510
(1)
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A
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$109.68
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431462
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D
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Ordinary Shares
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6/6/2019
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F
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179936
(2)
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D
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$198.00
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251526
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D
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Ordinary Shares
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6/6/2019
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S
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56574
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D
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$197.27
(3)
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194952
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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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Restricted Stock Units
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$0
(4)
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(4)
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(4)
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Ordinary Shares
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15755
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15755
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D
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Restricted Stock Units
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$0
(5)
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(5)
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(5)
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Ordinary Shares
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38270
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38270
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D
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Restricted Stock Units
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$0
(6)
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(6)
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(6)
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Ordinary Shares
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29580
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29580
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D
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Restricted Stock Units
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$0
(7)
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(7)
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(7)
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Ordinary Shares
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47632
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47632
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D
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Restricted Stock Units
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$0
(6)
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(6)
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(6)
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Ordinary Shares
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30215
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30215
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D
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Restricted Stock Units
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$0
(7)
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(7)
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(7)
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Ordinary Shares
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32580
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32580
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D
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Stock Option (right to buy)
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$109.68
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6/6/2019
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M
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236510
(1)
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(8)
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2/28/2022
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Ordinary Shares
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236510
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$0
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0
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D
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Stock Option (right to buy)
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$110.58
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(8)
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2/26/2023
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Ordinary Shares
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187015
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187015
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D
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Stock Option (right to buy)
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$128.80
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(8)
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2/25/2024
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Ordinary Shares
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203930
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203930
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D
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Stock Option (right to buy)
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$128.38
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(8)
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2/24/2025
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Ordinary Shares
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261075
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261075
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D
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Stock Option (right to buy)
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$102.22
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(9)
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2/23/2026
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Ordinary Shares
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416355
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416355
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D
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Stock Option (right to buy)
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$118.71
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(10)
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2/28/2027
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Ordinary Shares
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435850
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435850
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D
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Stock Option (right to buy)
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$154.00
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(11)
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2/27/2028
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Ordinary Shares
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318780
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318780
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D
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Stock Option (right to buy)
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$176.63
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(12)
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3/20/2029
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Ordinary Shares
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177605
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177605
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D
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Deferred Stock Units
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$0
(13)
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(14)
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(14)
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Ordinary Shares
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102381.689
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102381.689
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D
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Explanation of Responses:
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(1)
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This stock option was exercised pursuant to a Rule 10b5-1 Plan dated May 24, 2019. The reporting person acquired 236,510 shares upon the exercise of the stock option, and the Company withheld 179,936 shares to cover the option exercise price and for taxes. The balance of the shares after the withholdings was 56,574, which were sold. The reporting person sold only the balance of the shares acquired upon exercise of the stock option and did not sell any of his shares held prior to the option exercise.
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(2)
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Ordinary Shares withheld to pay the option exercize price and taxes.
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(3)
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The price reported is the weighted average sale price. The sale prices ranged from $196.79 to $198.00. Upon request of the SEC Staff, Linde plc or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
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(4)
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Restricted Stock Units that will vest in full and payout on March 20, 2022 in Linde plc Ordinary Shares on a one-for-one basis.
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(5)
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Restricted Stock Units that will vest in full and payout on February 27, 2021 in Linde plc Ordinary Shares on a one-for-one basis.
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(6)
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Restricted Stock Units that have vested in full but whose payout has been deferred to a future date.
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(7)
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Restricted Stock Units that will vest in full and payout on February 28, 2020 in Linde plc Ordinary Shares on a one-for-one basis.
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(8)
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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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(9)
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This option vests over three years in three consecutive equal annual installments beginning February 23, 2017.
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(10)
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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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(11)
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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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(12)
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This option vests over three years in three consecutive equal annual installments beginning on March 20, 2020.
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(13)
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Conversion to Linde plc Ordinary Shares is on a 1-for-1 basis.
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(14)
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Deferred Stock Units acquired under the Compensation Deferral Plan ("Deferral Plan") pursuant to a prior election to defer compensation. The deferred stock units will payout in Linde plc Ordinary Shares on a one-for-one basis in accordance with the Deferral Plan.
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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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ANGEL STEPHEN F
C/O LINDE PLC
THE PRIESTLEY CENTRE, 10 PRIESTLEY ROAD
GUILDFORD, SURREY, X0 GU2 7XY
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X
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Chief Executive Officer
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Signatures
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Anthony M. Pepper, Attorney-in-Fact
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6/10/2019
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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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