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*
ANGEL STEPHEN F
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2012
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 05/01/2012 M 30,000 A $36.58 84,193 D
Common Stock 05/01/2012 S 30,000 D $116.5533(1) 54,193 D
Common Stock 05/01/2012 M 143,100 A $44.25 197,293 D
Common Stock 05/01/2012 S 143,100 D $116.3879(2) 54,193 D
Common Stock 05/01/2012 M 65,000 A $53.98 119,193 D
Common Stock 05/01/2012 S 65,000 D $116.2095(3) 54,193 D
Common Stock 2,268 I In trust for children
Common Stock 58,147 I Grantor Retained Annuity Trust
Common Stock 6,788.5513 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(4) 02/28/2022 Common Stock 236,510 236,510 D
Stock Option (right to buy) $36.58 05/01/2012 M 30,000 02/24/2005(5) 02/24/2014 Common Stock 30,000 $0 0 D
Stock Option (right to buy) $44.25 05/01/2012 M 143,100 02/22/2006(5) 02/22/2015 Common Stock 143,100 $0 0 D
Stock Option (right to buy) $53.98 05/01/2012 M 65,000 02/28/2007(5) 02/29/2016 Common Stock 65,000 $0 65,600 D
Stock Option (right to buy) $61.47 02/27/2008(5) 02/27/2017 Common Stock 308,300 308,300 D
Stock Option (right to buy) $83.89 02/26/2009(5) 02/26/2018 Common Stock 195,200 195,200 D
Stock Option (right to buy) $60.92 02/24/2010(5) 02/24/2019 Common Stock 281,500 281,500 D
Stock Option (right to buy) $76.16 02/23/2011(6) 02/23/2020 Common Stock 204,640 204,640 D
Stock Option (right to buy) $97.84 02/22/2012(7) 02/22/2021 Common Stock 218,175 218,175 D
Deferred Stock $0(8) (9) (9) Common Stock 66,538.115 66,538.115 D
Explanation of Responses:
1. The $116.5533 price reported is the weighted average sale price. The sale prices ranged from $116.2300 to $116.7900 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.
2. The $116.3879 price reported is the weighted average sale price. The sale prices ranged from $116.2550 to $116.6900 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. The $116.2095 price reported is the weighted average sale price. The sale prices ranged from $116.0900 to $116.4150 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.
4. This option vests over three years in three consecutive equal annual installments beginning on February 28, 2013.
5. This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant.
6. This option vests over three years in three consecutive equal annual installments beginning on February 23, 2011.
7. This option vests over three years in three consecutive equal annual installments beginning on February 22, 2012.
8. Conversion to Praxair Common Stock is on a 1-for-1 basis.
9. Deferred stock units acquired under the Praxair, Inc. Compensation Deferral Program as amended ("Deferral Program") and are to be settled in Praxair Common Stock.
Remarks:
Anthony M. Pepper, Attorney-in-Fact 05/03/2012
** 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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