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*
Klaben Matthew J

(Last) (First) (Middle)
ONE INFINITY CORPORATE CENTRE DRIVE

(Street)
GARFIELD HEIGHTS OH 44125

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHART INDUSTRIES INC [ GTLS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, General Counsel and Sec.
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2011
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, par value $0.01 per share 02/22/2011 A 894(1) A $0.00 21,734(2) D
Common Stock, par value $0.01 per share 02/22/2011 F 328(3) D $39.33 21,406(2) D
Common Stock, par value $0.01 per share 02/22/2011 F 558(4) D $39.33 20,848(2) D
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)(5) $12.16 06/12/2007 03/29/2016 Common Stock 28,082 28,082(6) D
Stock Option (Right to Buy)(5) $12.16 (7) 03/29/2016 Common Stock 34,357 34,357(7) D
Stock Option (Right to Buy)(5) $27.74 (8) 08/02/2017 Common Stock 2,900 2,900(8) D
Stock Option (Right to Buy)(5) $30.95 (9) 01/02/2018 Common Stock 3,020 3,020(9) D
Stock Option (Right to Buy)(5) $11 (10) 01/02/2019 Common stock 5,210 5,210(10) D
Stock Option (Right to Buy)(5) $17.03 (11) 01/04/2020 Common Stock 5,730 5,730(11) D
Stock Option (Right to Buy)(5) $36.45 (12) 01/03/2021 Common Stock 3,560 3,560(12) D
Explanation of Responses:
1. Represents performance units granted on January 2, 2008 under the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan that have vested and are paid out in shares of common stock.
2. 4,840 and 1,390 shares of the total amount beneficially owned were granted on February 22, 2010 and January 3, 2011, respectively, pursuant to restricted stock award agreements under the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The restricted stock awards vest in equal installments on each of the first three anniversaries of the date of grant.
3. The reporting surrendered 328 shares upon vesting of performance units, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.
4. The reporting person surrendered 558 shares upon vesting of 1/3 of the reporting person's February 22, 2010 restricted stock award, to satisfy tax withholding liabilities, in an exempt transaction under Rule 16b-3.
5. No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5.
6. These options were granted on March 29, 2006 as performance options under the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3 and became fully vested on June 12, 2007.
7. These options were granted on March 29, 2006 pursuant to the terms of the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest annually from the date of grant in equal installments over five years based on continued service.
8. These options were granted on August 2, 2007 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
9. These options were granted on January 2, 2008 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
10. These options were granted on January 2, 2009 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
11. These options were granted on January 4, 2010 pursuant to the the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
12. These options were granted on January 3, 2011 pursuant to the the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
Remarks:
/s/ Matthew J. Klaben 02/24/2011
** 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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