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*
Hirsch Elizabeth T

(Last) (First) (Middle)
C/O PRAXAIR, INC.
39 OLD RIDGEBURY ROAD

(Street)
DANBURY CT 06810-5113

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PRAXAIR INC [ PX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President & Controller
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2012
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)
Code V Amount (A) or (D) Price
Common Stock 04/27/2012 M 15,000 A $36.58 28,296.1245 (1) D
Common Stock 04/27/2012 S 15,000 D $115.8514 (2) 13,296.1245 (1) D
Common Stock 3,189.3108 I 401(K)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $109.68 02/28/2013 (3) 02/28/2022 Common Stock 9,680 9,680 D
Stock Option (right to buy) $36.58 04/27/2012 M 15,000 02/24/2005 (4) 02/24/2014 Common Stock 15,000 $0 0 D
Stock Option (right to buy) $44.25 02/22/2006 (4) 02/22/2015 Common Stock 18,000 18,000 D
Stock Option (right to buy) $53.98 02/28/2007 (4) 02/28/2016 Common Stock 16,000 16,000 D
Stock Option (right to buy) $61.47 02/27/2008 (4) 02/27/2017 Common Stock 18,000 18,000 D
Stock Option (right to buy) $83.89 02/26/2009 (4) 02/26/2018 Common Stock 6,400 6,400 D
Stock Option (right to buy) $83.89 02/26/2009 (4) 02/26/2018 Common Stock 9,600 9,600 D
Stock Option (right to buy) $60.92 02/24/2010 (4) 02/24/2019 Common Stock 10,820 10,820 D
Stock Option (right to buy) $76.16 02/23/2011 (5) 02/23/2020 Common Stock 5,115 5,115 D
Stock Option (right to buy) $97.84 02/22/2012 (6) 02/22/2021 Common Stock 9,895 9,895 D
Deferred Stock $0 (7) (8) (8) Common Stock 61.4989 61.4989 D
Explanation of Responses:
1. This total includes shares previously acquired through automatic dividend reinvestment under the Praxair Dividend Reinvestment and Stock Purchase Plan and unvested restricted stock units.
2. The $115.8514 price reported is the weighted average sale price. The sale prices ranged from $115.705 to $115.980 per share. Upon request of the SEC Staff, Praxair, Inc. or a security holder of Praxair, Inc., the reporting person will provide full information regarding the number of shares sold at each separate price.
3. This option vests over three years in three consecutive equal annual installments beginning on February 28, 2013.
4. This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant.
5. This option vests over three years in three consecutive equal annual installments beginning on February 23, 2011.
6. This option vests over three years in three consecutive equal annual installments beginning on February 22, 2012.
7. Conversion to Praxair Common Stock is on a 1-for-1 basis.
8. Deferred stock units acquired under the Praxair, Inc. Compensation Deferral Plan as amended ("Deferral Plan") and are to be settled in Praxair Common Stock.
Remarks:
Anthony M. Pepper, Attorney-in-Fact 05/01/2012
** 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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