XNAS:GTLS Chart Industries Inc Insider Activity 4 Filing - 2/28/2012

Effective Date 2/28/2012

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
THOMAS SAMUEL F
  2. Issuer Name and Ticker or Trading Symbol
CHART INDUSTRIES INC [GTLS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, CEO and President
(Last)
(First)
(Middle)
ONE INFINITY CORPORATE CENTRE DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2012
(Street)

GARFIELD HEIGHTS, OH 44125
4. If Amendment, Date 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
(City)
(State)
(Zip)
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, par value $0.01 per share(1) 02/28/2012   M   42,000 A $6.5 109,848(2) D  
Common Stock, par value $0.01 per share(3) 02/28/2012   S   42,000 D $68.98(4) 67,848(2) D  
Common Stock, par value $0.01 per share(5)               31,245 I By Trusts(6)
Common Stock, par value $0.01 per share(5)               20,000 I By Trust(7)
Common Stock, par value $0.01 per share(5)               40,000 I By Trust(8)
Common Stock, par value $0.01 per share(5)               130,000 I By spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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)(9) $6.5 02/28/2012   M     42,000 06/12/2007 11/23/2015 Common Stock 42,000 $ 0 144,264(10) D  
Stock Option (Right to Buy)(5) $27.74               (11) 08/02/2017 Common Stock 18,300   18,300(11) D  
Stock Option (Right to Buy)(5) $30.95               (12) 01/02/2018 Common Stock 18,950   18,950(12) D  
Stock Option (Right to Buy)(5) $11               (13) 01/02/2019 Common stock 50,000   50,000(13) D  
Stock Option (Right to Buy)(5) $17.03               (14) 01/04/2020 Common Stock 47,170   47,170(14) D  
Stock Option (Right to Buy)(5) $36.45               (15) 01/03/2021 Common Stock 33,070   33,070(15) D  
Stock Option (Right to Buy)(5) $55.93               (16) 01/03/2022 Common Stock 21,410   21,410(16) D  
Restricted Stock Unit(5) $ 0               (17) 01/03/2015 Common Stock 8,840   8,840(17) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
THOMAS SAMUEL F
ONE INFINITY CORPORATE CENTRE DRIVE
GARFIELD HEIGHTS, OH 44125
  X     Chairman, CEO and President  

Signatures

 /s/ Samuel F. Thomas, by Matthew J. Klaben, his attorney-in-fact pursuant to Power of Attorney dated June 29, 2006 on file with the Commission   02/29/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These securities were acquired pursuant to a prearranged trading plan adopted on November 9, 2011, that is intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934.
(2) 14,474 and 8,661 shares of the total amount beneficially owned were granted on February 22, 2010 and January 3, 2011, respectively, pursuant to restricted stock award agreements under the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3 and remain subject to restriction. The restricted stock awards vest in equal installments on each of the first three anniversaries of the date of grant.
(3) These securities were sold pursuant to a prearranged trading plan adopted on November 9, 2011, that is intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934.
(4) Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $68.00 - $70.54. The reporting person hereby undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
(5) No transaction is being reported on this line. Reported on a previously filed Form 4 or Form 5.
(6) Held by trusts for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of the shares held by the trusts, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trusts' shares for purposes of Section 16 or for any other purpose.
(7) Held by trust, with spouse as trustee, for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of the shares held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trust's shares for purposes of Section 16 or for any other purpose.
(8) Held by trust for the benefit of the reporting person's family, including his spouse and daughter. The reporting person disclaims beneficial ownership of the shares held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trust's shares for purposes of Section 16 or for any other purpose.
(9) These options were exercised pursuant to a prearranged trading plan adopted on November 9, 2011, that is intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934.
(10) These options were granted on November 23, 2005 as performance options under the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3 and became fully vested on June 12, 2007.
(11) These options were granted on August 2, 2007 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
(12) These options were granted on January 2, 2008 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
(13) These options were granted on January 2, 2009 pursuant to the Chart Industries, Inc. Amended and Restated 2005 Stock Incentive Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
(14) These options were granted on January 4, 2010 pursuant to the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
(15) These options were granted on January 3, 2011 pursuant to the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
(16) These options were granted on January 3, 2012 pursuant to the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. The options vest with respect to one-fourth (1/4) of the total number of shares of common stock underlying the stock options on each of the first four anniversaries of the date of grant.
(17) These securities, which are referred to by the Company as Leveraged Restricted Share Units (LRSUs), were granted on January 3, 2012 pursuant to a Leveraged Restricted Share Unit Agreement under the Chart Industries, Inc. 2009 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. Shares of Company common stock will be issued following the vesting of the LRSUs on the third anniversary of the date of grant. The minimum number of shares of Company common stock that will be issued at payment is 50% of the grant amount of LRSUs, and the maximum number of shares of Company common stock that will be issued at payment is 150% of the grant amount of LRSUs.

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XNAS:GTLS Chart Industries Inc Insider Activity 4 Filling

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XNAS:GTLS Chart Industries Inc Insider Activity 4 Filing - 2/28/2012
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