SEC FORM 4

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^*

Hoyt Kelcey E

(Last)

(First)

(Middle)

C/O LINDE PLC

FORGE, 43 CHURCH STREET WEST

(Street)

WOKING, SURREY

GU21 6HT

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LINDE PLC [ LIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares⁽¹⁾	03/10/2023		M		460⁽²⁾	A	$0	6,930.107	D
Ordinary Shares⁽¹⁾	03/10/2023		F		214⁽³⁾	D	$345.92	6,716.107	D
Ordinary Shares⁽¹⁾	03/10/2023		M		1,370⁽⁴⁾	A	$0	8,086.107	D
Ordinary Shares⁽¹⁾	03/10/2023		F		430⁽³⁾	D	$345.92	7,656.107	D
Ordinary Shares⁽¹⁾	03/10/2023		M		740⁽⁵⁾	A	$0	8,396.107	D
Ordinary Shares⁽¹⁾	03/10/2023		F		287⁽³⁾	D	$345.92	8,109.107	D
Ordinary Shares⁽¹⁾								523.547	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units⁽¹⁾	$0⁽⁴⁾	03/10/2023		A		1,370		⁽⁴⁾	⁽⁴⁾	Ordinary Shares	1,370	$0	1,370	D
Performance Share Units⁽¹⁾	$0⁽⁴⁾	03/10/2023		M			1,370	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	1,370	$0	0	D
Performance Share Units⁽¹⁾	$0⁽⁵⁾	03/10/2023		A		740		⁽⁵⁾	⁽⁵⁾	Ordinary Shares	740	$0	740	D
Performance Share Units⁽¹⁾	$0⁽⁵⁾	03/10/2023		M			740	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	740	$0	0	D
Restricted Stock Units⁽¹⁾	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Ordinary Shares	320		320	D
Restricted Stock Units⁽¹⁾	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Ordinary Shares	310		310	D
Restricted Stock Units⁽¹⁾	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Ordinary Shares	390		390	D
Restricted Stock Units⁽¹⁾	$0⁽²⁾	03/10/2023		M			460	⁽²⁾	⁽²⁾	Ordinary Shares	460	$0	0	D
Stock Option (right to buy)⁽¹⁾	$354.14							03/07/2024⁽⁹⁾	03/07/2033	Ordinary Shares	2,110		2,110	D
Stock Options (right to buy)⁽¹⁾	$270.99							03/07/2023⁽¹⁰⁾	03/07/2032	Ordinary Shares	2,680		2,680	D
Stock Option (right to buy)⁽¹⁾	$253.68							03/08/2022⁽¹¹⁾	03/08/2031	Ordinary Shares	4,100		4,100	D
Stock Option (right to buy)⁽¹⁾	$173.13							03/09/2021⁽¹²⁾	03/09/2030	Ordinary Shares	5,545		5,545	D
Stock Option (right to buy)⁽¹⁾	$176.63							03/20/2020⁽¹³⁾	03/20/2029	Ordinary Shares	5,995		5,995	D
Stock Option (right to buy)⁽¹⁾	$102.22							02/23/2017⁽¹³⁾	02/23/2026	Ordinary Shares	9,360		9,360	D
Stock Option (right to buy)⁽¹⁾	$118.71							02/28/2018⁽¹³⁾	02/28/2027	Ordinary Shares	10,500		10,500	D
Stock Option (right to buy)⁽¹⁾	$154							02/27/2019⁽¹³⁾	02/27/2028	Ordinary Shares	9,700		9,700	D
Deferred Stock Unit⁽¹⁾	⁽¹⁴⁾							⁽¹⁵⁾	⁽¹⁵⁾	Ordinary Shares	110.467		110.467	D

Explanation of Responses:

1. On March 1, 2023, Linde plc (formerly Rounderway plc), an Irish public limited company ("New Linde"), became the successor of Linde plc, an Irish public limited company ("Old Linde"), pursuant to a scheme of arrangement and merger under Irish law. Pursuant to the scheme of arrangement, all outstanding ordinary shares of Old Linde were exchanged, on a one-for-one basis, for ordinary shares of New Linde, and Old Linde subsequently merged into New Linde and ceased to exist. The transaction did not alter the relative interests of security holders.

2. Shares of common stock acquired pursuant to the payout of a restricted stock unit grant made on March 9, 2020.

3. Shares of common stock withheld from the payout to cover tax withholdings.

4. The PSU paid out on March 10, 2023 and the number of shares awarded and paid out was determined based upon the average annual return on capital ("ROC") of Linde plc from 2020-2022 measured against ROC goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2020.

5. The PSU paid out on March 10, 2023 and the number of shares awarded and paid out was determined based upon the total shareholder return ("TSR") of Linde plc from 2020-2022 measured against TSR goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2020.

6. Restricted Stock Units that will vest in full and payout on or about March 7, 2026 in Linde plc Ordinary Shares on a one-for-one basis.

7. Restricted Stock Units that will vest in full and payout on or about March 7, 2025 in Linde plc Ordinary Shares on a one-for-one basis.

8. Restricted Stock Units that will vest in full and payout on or about March 8, 2024 in Linde plc Ordinary Shares on a one-for-one basis.

9. This option vests over three years in three consecutive equal annual installments beginning on March 7, 2024.

10. This option vests over three years in three consecutive equal annual installments beginning on March 7, 2023.

11. This option vests over three years in three consecutive equal annual installments beginning on March 8, 2022.

12. This option vests over three years in three consecutive equal annual installments beginning on March 9, 2021.

13. This option became exercisable in full in three (3) equal annual installments beginning on the first anniversary of the date of grant.

14. Conversion to Linde plc Ordinary Shares is on a one-for-one basis.

15. Deferred stock units acquired under the Compensation Deferred Plan as amended ("Plan"). The deferred stock units will payout in Linde plc Ordinary Shares on a one-for-one basis in accordance with the Plan.

	Anthony M. Pepper, Attorney-in-Fact	03/13/2023
	** 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).
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