SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
BIEHL MICHAEL F
(Last) (First) (Middle)
ONE INFINITY CORPORATE CENTRE DRIVE
SUITE 300
(Street)
GARFIELD HEIGHTS OH 44125
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHART INDUSTRIES INC [ GTLS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec VP and CFO
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock, par value $0.01 per share 07/16/2008 G 31,000 D $0.00 4,097 D
Common Stock, par value $0.01 per share 07/16/2008 G 31,000 A $0.00 31,000 I By spouse as Trustee for the Eileen M. Biehl Declaration of Trust
Common Stock, par value $0.01 per share 12/25/2008 G 1,200 D $0.00 29,800(1) I By spouse as Trustee for the Eileen M. Biehl Declaration of Trust
Common Stock, par value $0.01 per share 12/25/2008 G 200 A $0.00 200(1) I By son
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)(2) $6.5 (3) 11/23/2015 Common Stock 42,730 42,730(3) D
Stock Option (Right to Buy)(2) $27.74 (4) 08/02/2017 Common Stock 6,100 6,100(4) D
Stock Option (Right to Buy)(2) $30.95 (5) 01/02/2018 Common Stock 6,500 6,500(5) D
Explanation of Responses:
1. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
2. No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5.
3. These options were granted on November 23, 2005 pursuant to the terms of the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest annually from the date of grant in equal installments over five years based on continued service.
4. These options were granted on August 2, 2007 pursuant to the terms of a Nonqualified Stock Option Agreement under the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect ot one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
5. These options were granted on January 2, 2008 pursuant to the terms of a Nonqualified Stock Option Agreement under the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
Remarks:
The stock options reported on Table II of this Form 5 does not include 9,750 stock options granted to the reporting person on January 2, 2009 that were reported on a Form 4 filed with the Commission on January 6, 2009.
/s/ Michael F. Biehl, by Arthur C. Hall III, his attorney-in-fact pursuant to Power of Attorney dated June 30, 2006 on file with the Commission 02/13/2009
** 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 Number.