| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CHART INDUSTRIES INC [ CIDI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/17/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/17/2005 | U(1) | 225,588(2)(3) | D | $64.75 | 0 | D(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On August 2, 2005, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with First Reserve Fund X, L.P., a Delaware limited partnership ("First Reserve"), CI Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of First Reserve (the "Merger Subsidiary") and certain principal stockholders of the Issuer, including the Reporting Persons. On October 17, 2005, the Reporting Persons completed the sale of their shares of the Issuer's common stock, par value $0.01 per share (the "Shares"), pursuant to the terms of the Merger Agreement at a purchase price of $64.75 per Share. |
| 2. The Reporting Persons and certain other principal stockholders of the Issuer entered into an Investor Rights Agreement with the Issuer as of September 15, 2003 (the "Investor Rights Agreement"). The ability of the Reporting Persons to vote or dispose of the Shares was controlled by the terms of the Investor Rights Agreement. As parties to the Investor Rights Agreement, the Reporting Persons could be deemed to be a member of a "group" pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), that, combined, had beneficial ownership of more than 10% of the Issuer's outstanding Shares. In connection with the sale of the Shares pursuant to the Merger Agreement, the Investor Rights Agreement was terminated and the "group" disbanded. |
| 3. Of the amount of Shares subject to the Investor Rights Agreement, 225,588 were held for the account of Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation ("MLPFS"). Merrill Lynch & Co., Inc., a Delaware corporation ("MLC"), is the parent holding company of MLPFS. |
| 4. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any Shares or other securities not held directly for their account for purposes of Section 16 of the Act, or otherwise. The Reporting Persons disclaim beneficial ownership of the Shares subject to the Investor Rights Agreement except to the extent of their pecuniary interest therein. The filing of this statement shall also not be deemed a determination that this filing is required pursuant to Section 16(a) of the Act. |
| /s/ Jonathan N. Santelli | 10/19/2005 | |
| /s/ Jonathan N. Santelli | 10/19/2005 | |
| ** 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. | ||