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^*

Savoia Sally A

(Last)

(First)

(Middle)

C/O PRAXAIR, INC.

39 OLD RIDGEBURY ROAD

(Street)

DANBURY

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

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2012

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)
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)
Common Stock	04/27/2012		M		50,000	A	$36.58	61,509.1161⁽¹⁾	D
Common Stock	04/27/2012		S		50,000	D	$115.5	11,509.1161⁽¹⁾	D
Common Stock								302	I	Joint with spouse
Common Stock								18,529.2509	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)
Stock Option (right to buy)	$109.68							02/28/2013⁽²⁾	02/28/2022	Common Stock	20,735		20,735	D
Stock Option (right to buy)	$36.58	04/27/2012		M			50,000	02/24/2005⁽³⁾	02/24/2014	Common Stock	50,000	$0	0	D
Stock Option (right to buy)	$44.25							02/22/2006⁽³⁾	02/22/2015	Common Stock	55,000		55,000	D
Stock Option (right to buy)	$53.98							02/28/2007⁽³⁾	02/29/2016	Common Stock	45,000		45,000	D
Stock Option (right to buy)	$61.47							02/27/2008⁽³⁾	02/27/2017	Common Stock	35,000		35,000	D
Stock Option (right to buy)	$83.89							02/26/2009⁽³⁾	02/26/2018	Common Stock	21,000		21,000	D
Stock Option (right to buy)	$60.92							02/24/2010⁽³⁾	02/24/2019	Common Stock	29,780		29,780	D
Stock Option (right to buy)	$76.16							02/23/2011⁽⁴⁾	02/23/2020	Common Stock	22,175		22,175	D
Stock Option (right to buy)	$97.84							02/22/2012⁽⁵⁾	02/22/2021	Common Stock	21,440		21,440	D
Deferred Stock	$0⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	60,884.0392		60,884.0392	D

Explanation of Responses:

1. This total includes shares previous acquired through automatic dividend reinvestment under the Praxair Dividend Reinvestment and Stock Purchase Plan and unvested restricted stock units.

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

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

7. 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	05/01/2012
	** 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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