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^*

BOC GROUP INC

(Last)

(First)

(Middle)

575 MOUNTAIN AVENUE

(Street)

MURRAY HILL

07974

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NUCO2 INC /FL [ NUCO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2004

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	11/29/2004		X		6,000	A	$7.75	6,000⁽¹⁾	I	See footnote #2⁽²⁾
Common Stock	11/29/2004		X		6,000	A	$12.53	12,000⁽¹⁾	I	See footnote #2⁽²⁾
Common Stock	12/22/2004		X		4,000	A	$4.85	16,000⁽¹⁾	I	See footnote #2⁽²⁾
Common Stock	12/27/2004		S		12,000	D	$22.1878	4,000⁽¹⁾	I	See footnote #2⁽²⁾

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)
Director Stock Option	$7.75	11/29/2004		X			6,000	12/07/2003	12/07/2010	Common Stock	6,000	$0	0	I	See footnote #3⁽³⁾
Director Stock Option	$12.53	11/29/2004		X			6,000	⁽⁴⁾	12/07/2013	Common Stock	6,000	$0	0	I	See footnote #3⁽³⁾
Director Stock Option	$4.85	12/22/2004		X			4,000	⁽⁵⁾	03/12/2013	Common Stock	4,000	$0	0	I	See footnote #3⁽³⁾

Explanation of Responses:

1. The reporting entity also owns 1,409,319 securities directly.

2. The common stock was acquired upon the exercise of options granted pursuant to the Director's Stock Option Plan to John L. Walsh, an employee of The BOC Group, Inc. in his capacity as a director of NUCO2. Mr. Walsh granted The BOC Group, Inc. the power to exercise the option, to direct the sale of shares acquired upon exercise, to take all necessary actions in connections therewith and to retain the sale proceeds. Consequently, The BOC Group, Inc. has an indirect pecuniary interest in the shares reported herein.

3. The options being exercised were granted pursuant to the Issuer's Directors Stock Option Plan to John L. Walsh, an employee of The BOC Group, Inc., in his capacity as a director of NUCO2. Mr. Walsh granted The BOC Group, Inc. the power to exercise the option, to direct the sale of shares acquired upon exercise, to take all necessary actions in connection therewith and granted to The BOC Group, Inc. all pecuniary interest in the option. As such, The BOC Group, Inc. is the beneficial owner of these options.

4. The options vested in three equal installments beginning on 12/7/2004. The vesting of these options was accelerated and they became immediately exercisable when John L. Walsh ceased to be a director of NUCO2 on 12/10/2003.

5. The options vested in two equal annual installments on 3/12/2003 and 3/12/2004.

	/s/ The BOC Group, Inc. By: Jonathan Swiss, Vice President and Regional General Counsel, Americas	02/25/2005
	** Signature of Reporting Person	Date
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