Statement of Changes in Beneficial Ownership (4)
March 23 2022 - 2:22PM
Edgar (US Regulatory)
FORM 4
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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
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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
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Durbin Sean |
2. Issuer Name and Ticker or Trading Symbol
LINDE PLC
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LIN
]
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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)
Executive VP, EMEA |
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(Last)
(First)
(Middle)
C/O LINDE PLC, THE PRIESTLEY CENTRE, 10 PRIESTLEY ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/21/2022 |
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(Street)
GUILDFORD, SURREY, X0 GU2 XY7
(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 | 3/21/2022 | | M | | 2080 (1) | A | $0 | 10546 | D | |
| Ordinary Shares | 3/21/2022 | | F | | 1005 (2) | D | $311.66 | 9541 | D | |
| Ordinary Shares | 3/21/2022 | | M | | 1030 (1) | A | $0 | 10571 | D | |
| Ordinary Shares | 3/21/2022 | | F | | 498 (2) | D | $311.66 | 10073 | D | |
| Ordinary Shares | 3/21/2022 | | M | | 695 (3) | A | $0 | 10768 | D | |
| Ordinary Shares | 3/21/2022 | | F | | 336 (2) | D | $311.66 | 10432 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units | (3) | 3/21/2022 | | M | | | 695 | (3) | (3) | Ordinary Shares | 695 | $0 | 0 | D | |
| Performance Share Units | (4) | 3/21/2022 | | A | | 2080 | | (4) | (4) | Ordinary Shares | 2080 | $0 | 2080 | D | |
| Performance Share Units | (4) | 3/21/2022 | | M | | | 2080 | (4) | (4) | Ordinary Shares | 2080 | $0 | 0 | D | |
| Performance Share Units | (5) | 3/21/2022 | | A | | 1030 | | (5) | (5) | Ordinary Shares | 1030 | $0 | 1030 | D | |
| Performance Share Units | (5) | 3/21/2022 | | M | | | 1030 | (5) | (5) | Ordinary Shares | 1030 | $0 | 0 | D | |
| Restricted Stock Units | (6) | | | | | | | (6) | (6) | Ordinary Shares | 1430 | | 1430 | D | |
| Restricted Stock Units | (7) | | | | | | | (7) | (7) | Ordinary Shares | 1810 | | 1810 | D | |
| Restricted Stock Units | (8) | | | | | | | (8) | (8) | Ordinary Shares | 580 | | 580 | D | |
| Stock Options (right to buy) | $270.99 | | | | | | | 3/7/2023 (9) | 3/7/2032 | Ordinary Shares | 12395 | | 12395 | D | |
| Stock Options (right to buy) | $253.68 | | | | | | | 3/8/2022 (10) | 3/8/2031 | Ordinary Shares | 19070 | | 19070 | D | |
| Stock Options (right to buy) | $173.13 | | | | | | | 3/9/2021 (11) | 3/9/2030 | Ordinary Shares | 7045 | | 7045 | D | |
| Stock Options (right to buy) | $176.63 | | | | | | | 3/20/2020 (12) | 3/20/2029 | Ordinary Shares | 7795 | | 7795 | D | |
| Stock Options (right to buy) | $154.00 | | | | | | | 2/27/2019 (13) | 2/27/2028 | Ordinary Shares | 16170 | | 16170 | D | |
| Stock Options (right to buy) | $118.17 | | | | | | | 2/28/2018 (14) | 2/28/2027 | Ordinary Shares | 5945 | | 5945 | D | |
| Deferred Stock Units | (15) | | | | | | | (16) | (16) | Ordinary Shares | 183.526 | | 183.526 | D | |
| Explanation of Responses: |
| (1) | Shares of common stock acquired pursuant to the payout of a performance share unit grant made on March 20, 2019 (the "PSU"). |
| (2) | Shares of common stock withheld from the payout to cover tax withholdings. |
| (3) | Shares of common stock acquired pursuant to the payout of a restricted stock unit grant made on March 20, 2019. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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. |
| (7) | 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. |
| (8) | 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. |
| (9) | This option vests over three years in three consecutive equal annual installments beginning on March 7, 2023. |
| (10) | This option vests over three years in three consecutive equal annual installments beginning on March 8, 2022. |
| (11) | This option vests over three years in three consecutive equal annual installments beginning on March 9, 2021. |
| (12) | This option vests over three years in three consecutive equal annual installments beginning on March 20,2020. |
| (13) | This option vests over three years in three consecutive equal annual installments beginning on February 27, 2019. |
| (14) | This option vests over three years in three consecutive equal annual installments beginning on February 28, 2018. |
| (15) | Conversion to Linde plc Ordinary Shares is on a one-to-one basis. |
| (16) | Deferred stock units acquired under the Linde Compensation Deferral Plan as amended ("Plan"). The deferred stock units will payout in Linde plc Ordinary Shares on a one-for-one basis in accordance with the Plan. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Durbin Sean
C/O LINDE PLC
THE PRIESTLEY CENTRE, 10 PRIESTLEY ROAD
GUILDFORD, SURREY, X0 GU2 XY7 |
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| Executive VP, EMEA |
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Signatures
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| Anthony M. Pepper, Attorney-in-fact | | 3/23/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| 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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