| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/25/2006 |
3. Issuer Name and Ticker or Trading Symbol
CHART INDUSTRIES INC [ GTLS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 321,987 | D | |
| Common Stock | 115,658 | I | By GRAT(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy)(2) | (2) | 11/23/2015 | Common Stock | 240,993(3) | $6.41(3) | D | |
| Explanation of Responses: |
| 1. Owned by the reporting person as Trustee for the Samuel F. Thomas, Jr. 2006 Grantor Retained Annuity Trust created by the reporting person. |
| 2. These options were granted on November 23, 2005 pursuant to the terms of the Chart Industries Inc. Amended and Restated 2005 Stock Incentive Plan. The options vest annually in equal installments over five years based on continued service. |
| 3. The number of underlying securities is based on a 10.1088-for-one adjustment for the shares underlying options, which will occur immediately prior to the closing of the Company's initial public offering and assumes a pricing at the $20.00 mid-point of an estimated price range of between $19.00 and $21.00. This adjustment ratio, and consequently the number of underlying securities, is subject to change upon pricing of the Company's initial public offering. A $1.00 increase in the offering price to $21.00 per share would result in an increase of the cumulative adjustment ratio to approximately 10.1301-for-one, and a $1.00 decrease in the offering price to $19.00 per share would result in a reduction of the cumulative adjustment ratio to approximately 10.0853-for-one. The exercise price of the derivative security will be adjusted in accordance with the adjustment ratio. The final options (if different than reported herein) will be reflected in future filings made by the reporting person. |
| Remarks: |
| /s/ Arthur C. Hall III as attorney-in-fact for Samuel F. Thomas under Power of Attorney | 07/25/2006 | |
| ** 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 5 (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. | ||