Statement of Changes in Beneficial Ownership (4)
March 22 2023 - 2:37PM
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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ANGEL STEPHEN F |
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 _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O LINDE PLC, FORGE, 43 CHURCH STREET WEST |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/21/2023 |
(Street)
WOKING SURREY, X0 GU216HT |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 (1) | | | | | | | | 2268 | I | In trust for children |
Ordinary Shares (1) | | | | | | | | 71029 | I | Angel Descendants Trust |
Ordinary Shares (1) | | | | | | | | 20517 | I | 2012 Descendants Trust |
Ordinary Shares (1) | | | | | | | | 10761.447 | I | 401(k) |
Ordinary Shares (1) | 3/21/2023 | | M | | 1594.012 (2) | A | $0 | 365706.415 | D | |
Ordinary Shares (1) | 3/21/2023 | | F | | 590.000 (3) | D | $338.810 | 365116.415 | D | |
Ordinary Shares (1) | 3/21/2023 | | M | | 4781.526 (4) | A | $0 | 369897.941 | D | |
Ordinary Shares (1) | 3/21/2023 | | F | | 1770.000 (3) | D | $338.810 | 368127.941 | D | |
Ordinary Shares (1) | 3/21/2023 | | M | | 2355.352 (5) | A | $0 | 370483.293 | D | |
Ordinary Shares (1) | 3/21/2023 | | F | | 872.000 (3) | D | $338.810 | 369611.293 | 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 |
Performance Share Units (1) | $0 (4) | 3/21/2023 | | A | | 4781.526 | | (4) | (4) | Ordinary Shares | 4781.526 | $0 | 4781.526 | D | |
Performance Share Units (1) | $0 (4) | 3/21/2023 | | M | | | 4781.526 | (4) | (4) | Ordinary Shares | 4781.526 | $0 | 43033.738 | D | |
Performance Share Units (1) | $0 (5) | 3/21/2023 | | A | | 2355.352 | | (5) | (5) | Ordinary Shares | 2355.352 | $0 | 2355.352 | D | |
Performance Share Units (1) | $0 (5) | 3/21/2023 | | M | | | 2355.352 | (5) | (5) | Ordinary Shares | 2355.352 | $0 | 21198.168 | D | |
Restricted Stock Units (1) | (2) | | | | | | | (2) | (2) | Ordinary Shares | 1409.462 | | 0 | D | |
Restricted Stock Units (1) | (6) | | | | | | | (6) | (6) | Ordinary Shares | 1363 | | 1363 | D | |
Restricted Stock Units (1) | $0 (7) | | | | | | | (7) | (7) | Ordinary Shares | 12670 | | 12670 | D | |
Restricted Stock Units (1) | $0 (8) | | | | | | | (8) | (8) | Ordinary Shares | 13935 | | 13935 | D | |
Restricted Stock Units (1) | $0 (9) | 3/21/2023 | | M | | | 1594.012 | (2) | (9) | Ordinary Shares | 14346.096 | $0 | 14346.096 | D | |
Restricted Stock Units (1) | (10) | | | | | | | (10) | (10) | Ordinary Shares | 31533.647 | | 31533.647 | D | |
Restricted Stock Units (1) | (9) | | | | | | | (9) | (9) | Ordinary Shares | 31609.92 | | 31609.92 | D | |
Restricted Stock Units (1) | (9) | | | | | | | (9) | (9) | Ordinary Shares | 49982.024 | | 49982.024 | D | |
Restricted Stock Units (1) | (9) | | | | | | | (9) | (9) | Ordinary Shares | 32287.475 | | 32287.475 | D | |
Restricted Stock Units (1) | (9) | | | | | | | (9) | (9) | Ordinary Shares | 34187.403 | | 34187.403 | D | |
Stock Option (right to buy) (1) | $253.68 (11) | | | | | | | 3/8/2022 (11) | 3/8/2031 | Ordinary Shares | 133465 | | 133465 | D | |
Stock Option (right to buy) (1) | $173.13 (12) | | | | | | | 3/9/2021 (12) | 3/9/2030 | Ordinary Shares | 169560 | | 169560 | D | |
Stock Option (right to buy) (1) | $102.22 (13) | | | | | | | 2/23/2017 (13) | 2/23/2026 | Ordinary Shares | 216355 | | 216355 | D | |
Stock Option (right to buy) (1) | $118.71 (14) | | | | | | | 2/28/2018 (14) | 2/28/2027 | Ordinary Shares | 435850 | | 435850 | D | |
Stock Option (right to buy) (1) | $154.00 (15) | | | | | | | 2/27/2019 (15) | 2/27/2028 | Ordinary Shares | 318780 | | 318780 | D | |
Stock Option (right to buy) (1) | $176.63 (16) | | | | | | | 3/20/2020 (16) | 3/20/2029 | Ordinary Shares | 177605 | | 177605 | D | |
Deferred Stock Units (1) | $0 (17) | | | | | | | (18) | (18) | Ordinary Shares | 119584.454 | | 119584.454 | D | |
Explanation of Responses: |
(1) | On March 1, 2023, Linde plc (formerly Rounderway plc), an Irish public limited company ("New Linde"), became the successor of Linde plc, an Irish public limited company ("Old Linde"), pursuant to a scheme of arrangement and merger under Irish law. Pursuant to the scheme of arrangement, all outstanding ordinary shares of Old Linde were exchanged, on a one-for-one basis, for ordinary shares of New Linde, and Old Linde subsequently merged into New Linde and ceased to exist. The transaction did not alter the relative interests of security holders. |
(2) | Ordinary shares acquired pursuant to a partial installment payout of a restricted stock unit ("RSU") grant that has vested in full but whose payout has been deferred. |
(3) | Ordinary shares withheld from payouts to cover tax withholdings. |
(4) | The Performance Share Unit ("PSU") grant partially paid out on March 21, 2023 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 grant partially paid out on March 21, 2023 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) | The Restricted Stock Unit ("RSU") shall vest in full and payout in Ordinary Shares on a one-for-one basis one year after the March 7, 2023 date of grant, provided that the awardee serves on the Linde plc Board of Directors continuously through the vesting date, except under certain circumstances in which a pro-rata payout may be made. |
(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) | Restricted Stock Units that have vested in full but whose payout has been deferred to a future date. |
(10) | Ordinary shares acquired pursuant to an installment payout of a RSU that vested in 2018. |
(11) | This option vests over three years in three consecutive equal annual installments beginning on March 8, 2022. |
(12) | This option vests over three years in three consecutive equal annual installments beginning on March 9, 2021. |
(13) | This option vests over three years in three consecutive equal annual installments beginning February 23, 2017. |
(14) | This option vests over three years in three consecutive equal annual installments beginning on February 28, 2018. |
(15) | This option vests over three years in three consecutive equal annual installments beginning on February 27, 2019. |
(16) | This option vests over three years in three consecutive equal annual installments beginning on March 20, 2020. |
(17) | Conversion to Linde plc Ordinary Shares is on a 1-for-1 basis. |
(18) | Deferred Stock Units acquired under the Linde Compensation Deferral Plan that will payout in Linde plc Ordinary Shares on a one-for-one basis in accordance with the Deferral Plan. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ANGEL STEPHEN F C/O LINDE PLC FORGE, 43 CHURCH STREET WEST WOKING SURREY, X0 GU216HT | X |
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Signatures
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Anthony M. Pepper, Attorney-in-Fact | | 3/22/2023 |
**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. |
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