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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) 04/30/2013
	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	04/30/2013		M		18,000	A	$44.25	32,245.1921(1)	D
Common Stock	04/30/2013		S		18,000	D	$114.127(2)	14,245.1921(1)	D
Common Stock								3,426.5412	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)	$44.25	04/30/2013		M			18,000	02/22/2006(3)	02/22/2015	Common Stock	18,000	$0	0	D
Stock Option (right to buy)	$53.98							02/28/2007(3)	02/28/2016	Common Stock	16,000		16,000	D
Stock Option (right to buy)	$61.47							02/27/2008(3)	02/27/2017	Common Stock	18,000		18,000	D
Stock Option (right to buy)	$83.89							02/26/2009(3)	02/26/2018	Common Stock	6,400		6,400	D
Stock Option (right to buy)	$83.89							02/26/2009(3)	02/26/2018	Common Stock	9,600		9,600	D
Stock Option (right to buy)	$60.92							02/24/2010(3)	02/24/2019	Common Stock	10,820		10,820	D
Stock Option (right to buy)	$76.16							02/23/2011(4)	02/23/2020	Common Stock	5,115		5,115	D
Stock Option (right to buy)	$97.84							02/22/2012(5)	02/22/2021	Common Stock	9,895		9,895	D
Stock Option (right to buy)	$109.68							02/28/2013(6)	02/28/2022	Common Stock	9,680		9,680	D
Stock Option (right to buy)	$110.58							02/26/2014(7)	02/26/2023	Common Stock	8,015		8,015	D
Deferred Stock	$0(8)							(9)	(9)	Common Stock	78.387		78.387	D

Explanation of Responses:

1. This total includes shares previously acquired through automatic dividend reinvestment under the Praxair Dividend Reinvestment and Stock Purchase Plan.

2. The $114.127 price reported is the weighted average sale price. The actual sale prices ranged from $114 to $114.23 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 became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant.

4. This option vests over three years in three consecutive equal annual installments beginning on February 23, 2011.

5. This option vests over three years in three consecutive equal annual installments beginning on February 22, 2012.

6. This option vests over three years in three consecutive equal annual installments beginning on February 28, 2013.

7. This option vests over three years in three consecutive equal annual installments beginning on February 26, 2014.

8. Conversion to Praxair Common Stock is on a 1-for-1 basis.

9. 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	05/01/2013
	** 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.