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*
Menezes Eduardo F
(Last) (First) (Middle)
C/O PRAXAIR, INC.
30 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)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2013
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 2,206.211 I 401(k)
Common Stock 05/03/2013 M 23,000 A $44.25 38,915.684(1) D
Common Stock 05/03/2013 F 15,725(2) D $115.239 23,190.684(1) D
Common Stock 05/03/2013 M 25,000 A $53.98 48,190.684(1) D
Common Stock 05/03/2013 F 11,637(2) D $115.173 36,553.684(1) D
Common Stock 05/03/2013 S 9,000 D $115.202(3) 27,553.684(1) 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) $44.25 05/03/2013 M 23,000 02/22/2006(4) 02/22/2015 Common Stock 23,000 $0 0 D
Stock Option (right to buy) $53.98 05/03/2013 M 25,000 02/28/2007(4) 02/29/2016 Common Stock 25,000 $0 0 D
Stock Option (right to buy) $61.47 02/27/2008(4) 02/27/2017 Common Stock 25,000 25,000 D
Stock Option (right to buy) $83.89 02/26/2009(4) 02/26/2018 Common Stock 16,000 16,000 D
Stock Option (right to buy) $60.92 02/24/2010(4) 02/24/2019 Common Stock 31,130 31,130 D
Stock Option (right to buy) $76.16 02/23/2011(4) 02/23/2020 Common Stock 19,610 19,610 D
Stock Option (right to buy) $97.84 02/22/2012(5) 02/22/2021 Common Stock 42,880 42,880 D
Stock Option (right to buy) $109.68 02/28/2013(6) 02/28/2022 Common Stock 43,005 43,005 D
Stock Option (right to buy) $110.58 02/26/2014(7) 02/26/2023 Common Stock 35,220 35,220 D
Deferred Stock $0(8) (9) (9) Common Stock 377.266 377.266 D
Explanation of Responses:
1. This total includes shares preveiusly acquired through automatic dividend reinvestment under the Praxair Dividend Reinvestment and Stock Purchase Plan.
2. Shares of common stock withheld from stock option exercise to cover the option exercise price and tax withholdings. The reporting person retained 11,638 shares net of these shares withheld and 9,000 shares sold.
3. The $115.202 price reported is the weighted average sale price. The actual sale prices ranged from $115.19 to $115.21 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.
4. This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant.
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 Program as amended ("Deferred Program") and are to be settled in Praxair Common Stock.
Remarks:
Anthony M. Pepper, Attorney-in-Fact 05/06/2013
** 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).
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