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^*

Hirsch Elizabeth T

(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 & Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2014

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								3,540.7656	I	401(k)
Common Stock	02/27/2014		M		2,139⁽¹⁾	A	$0	16,399.454⁽²⁾	D
Common Stock	02/27/2014		F		729⁽³⁾	D	$128.07	15,670.454⁽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)
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⁽⁴⁾	$0⁽⁴⁾	02/27/2014		A		2,139		⁽⁴⁾	⁽⁴⁾	Common Stock	2,139	$0⁽⁴⁾	2,139	D
Performance Share Units⁽⁴⁾	⁽⁴⁾	02/27/2014		M			2,139⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	2,139⁽¹⁾	⁽⁴⁾	0	D

Explanation of Responses:

1. Shares of common stock acquired pursuant to the payout of a performance share unit grant made on February 22, 2011 (the "PSU").

2. This total includes shares previously acquired through automatic dividend reinvestment under the Praxair Dividend Reinvestment and Stock Purchase Plan.

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

4. The PSU paid out on February 27, 2014, and the number of shares awareded and paid out was determined based upon the cumulative earnings per share ("EPS") of Praxair, Inc. from 2011 - 2013 measured against EPS goals set by the Compensation and Management Development Committee of the Board of Directors when the PSU was granted in 2011.

Remarks:

	Anthony M. Pepper, Attorney-in-Fact	02/28/2014
	** 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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