SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).

1. Name and Address of Reporting Person^*

Nowicki Juergen

(Last)

(First)

(Middle)

C/O LINDE PLC

THE PRIESTLEY CENTRE, 10 PRIESTLEY ROAD

(Street)

GUILDFORD, SURREY

GU2 7XY

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LINDE PLC [ LIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP, Engineering

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2021

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	06/08/2021		M		155⁽¹⁾	A	$0⁽¹⁾	1,972	D
Ordinary Shares	06/08/2021		F		80⁽²⁾	D	$291.58	1,892	D
Ordinary Shares	06/09/2021		M		645⁽³⁾	A	$1.92	2,537	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽⁵⁾	⁽¹⁾	06/08/2021		M			155	⁽¹⁾	⁽¹⁾	Ordinary Shares	155	$0	155	D
Restricted Stock Units	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Ordinary Shares	1,585		1,585	D
Restricted Stock Units	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Ordinary Shares	435		435	D
Restricted Stock Units	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Ordinary Shares	365		365	D
Restricted Stock Units	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Ordinary Shares	1,260		1,260	D
Stock Options (right to buy)	$253.68							⁽⁹⁾	03/08/2031	Ordinary Shares	16,685		16,685	D
Stock Options (right to buy)⁽⁵⁾	$1.92	06/09/2021		M			645	06/07/2021	06/07/2022	Ordinary Shares	645	$0	0	D
Stock Options (right to buy)	$176.63							⁽¹⁰⁾	03/20/2029	Ordinary Shares	4,860		4,860	D
Stock Options (right to buy)	$173.13							⁽¹¹⁾	03/09/2030	Ordinary Shares	4,420		4,420	D
Stock Options (right to buy)	$173.13							⁽¹²⁾	04/01/2030	Ordinary Shares	15,280		15,280	D

Explanation of Responses:

1. Ordinary shares acquired pursuant to the payout of a restricted stock unit ("RSU") grant made on November 1, 2018.

2. Ordinary shares withheld from RSU payout to cover tax withholdings.

3. The reporting person held the entire 645 shares acquired upon the exercise of this stock option. No shares were sold.

4. 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.

5. Restricted Stock Units ("RSUs") and stock options have been granted pursuant to the Business Combination Agreement among Praxair, Inc., Linde AG, Linde plc and certain of their affiliates, dated June 1, 2017, as amended (the "BCA"). The RSUs and stock options replace certain previously granted equity awards granted by Linde AG that were terminated in connection with the closing of the Business Combination of Praxair, Inc. and Linde AG that occurred on October 31, 2018. A more detailed explanation of these RSU and stock option replacement awards is discussed in the Linde plc Registration Statement on Form S-4 (Amendment No. 4) filed with the SEC on August 11, 2017 under the section titled "The Business Combination - Interests of Directors, Board Members and Executive Officers in the Business Combination - Linde AG - Treatment of Equity Awards" on pages 183-187.

6. Restricted Stock Units that will vest in full and payout on or about March 20, 2022 in Linde plc Ordinary Shaes on a one-for-one basis.

7. 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.

8. Restricted Stock Units that will vest in full and payout on or about April 1, 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 8, 2022.

10. This option vests over three years in three consecutive equal annual installments beginning on March 20,2020.

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 April 1, 2021.

	Anthony M. Pepper, Attorney-in-Fact	06/10/2021
	** 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).
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