Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Durbin Sean

(Last)

(First)

(Middle)

C/O LINDE PLC

FORGE, 43 CHURCH STREET WEST

(Street)

WOKING SURREY

GU216HT

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LINDE PLC [ LIN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP, North America

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2024

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)
Ordinary Shares	03/11/2024		M		5,430⁽¹⁾	A	$0	13,579	D
Ordinary Shares	03/11/2024		F		2,622.691⁽²⁾	D	$462.55	10,956.309	D
Ordinary Shares	03/11/2024		M		2,970⁽¹⁾	A	$0	13,926.309	D
Ordinary Shares	03/11/2024		F		1,434.511⁽²⁾	D	$462.55	12,491.798	D
Ordinary Shares	03/11/2024		M		1,810⁽³⁾	A	$0	14,301.798	D
Ordinary Shares	03/11/2024		F		874.231⁽²⁾	D	$462.55	13,427.567	D
Ordinary Shares	03/12/2024		S		5,277⁽⁴⁾	D	$467.39	8,150.567	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	⁽⁵⁾	03/11/2024		A		5,430		⁽⁵⁾	⁽⁵⁾	Ordinary Shares	5,430	$0	5,430	D
Performance Share Units	⁽⁶⁾	03/11/2024		M			5,430	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	5,430	$0	0	D
Performance Share Units	⁽⁶⁾	03/11/2024		A		2,970		⁽⁶⁾	⁽⁶⁾	Ordinary Shares	2,970	$0	2,970	D
Performance Share Units	⁽⁶⁾	03/11/2024		M			2,970	⁽⁶⁾	⁽⁶⁾	Ordinary Shares	2,970	$0	0	D
Restricted Stock Units	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Ordinary Shares	1,470		1,470	D
Restricted Stock Units	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Ordinary Shares	1,430		1,430	D
Restricted Stock Units	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Ordinary Shares	1,595		1,595	D
Restricted Stock Units	⁽¹⁰⁾	03/11/2024		M			1,810	⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	1,810	$0	0	D
Stock Options (right to buy)	$465.29							03/07/2025⁽¹¹⁾	03/07/2034	Ordinary Shares	9,510		9,510	D
Stock Options (right to buy)	$354.14							03/07/2024⁽¹²⁾	03/07/2033	Ordinary Shares	10,540		10,540	D
Stock Options (right to buy)	$270.99							03/07/2023⁽¹³⁾	03/07/2032	Ordinary Shares	12,395		12,395	D
Stock Options (right to buy)	$253.68							03/08/2022⁽¹⁴⁾	03/08/2031	Ordinary Shares	19,070		19,070	D
Stock Options (right to buy)	$173.13							03/09/2021⁽¹⁵⁾	03/09/2030	Ordinary Shares	7,045		7,045	D
Stock Options (right to buy)	$176.63							⁽¹⁶⁾	03/20/2029	Ordinary Shares	7,795		7,795	D
Stock Options	$154							02/27/2019⁽¹⁷⁾	02/27/2028	Ordinary Shares	12,170		12,170	D
Stock Options (right to buy)	$118.71							⁽¹⁸⁾	02/28/2027	Ordinary Shares	5,945		5,945	D
Deferred Stock Units	⁽¹⁹⁾							⁽²⁰⁾	⁽²⁰⁾	Ordinary Shares	290.184		290.184	D

Explanation of Responses:

1. Ordinary shares acquired pursuant to the payout of a performance share unit ("PSU") grant made on March 8, 2021.

2. Ordinary shares withheld from the payout to cover tax withholdings.

3. Ordinary shares acquired pursuant to the payout of a restricted stock unit grant made on March 8, 2021.

4. This transaction is pursuant to a 10b5-1 plan dated June 15, 2023.

5. The PSU paid out on March 11, 2024 and the number of shares awarded and paid out was determined based upon the average annual return on capital ("ROC") of Linde plc from 2021-2023 measured against ROC goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2021.

6. The PSU paid out on March 11, 2023 and the number of shares awarded and paid out was determined based upon the average annual total shareholder return ("TSR") of Linde plc from 2021-2023 measured against TSR goals set by the Human Capital Committee of the Board of Directors when the PSU was granted in 2021.

7. Restricted Stock Units that will vest in full and payout on or about March 7, 2027 in Linde plc Ordinary Shares on a one-for-one basis.

8. Restricted Stock Units that will vest in full and payout on or about March 7, 2025 in Linde plc Ordinary Shares on a one-for-one basis

9. Restricted Stock Units that will vest in full and payout on or about March 7, 2026 in Linde plc Ordinary Shares on a one-for-one basis.

10. Restricted Stock Units that vested in full and paid out on March 11, 2024 in Linde plc Ordinary Shares on a one-for-one basis.

11. This option vests over three years in three consecutive equal annual installments beginning on March 7, 2025.

12. This option vests over three years in three consecutive equal annual installments beginning on March 7, 2024.

13. This option vests over three years in three consecutive equal annual installments beginning on March 7, 2023.

14. This option vests over three years in three consecutive equal annual installments beginning on March 8, 2022.

15. This option vests over three years in three consecutive equal annual installments beginning on March 9, 2021.

16. This option vests over three years in three consecutive equal annual installments beginning on March 20,2020.

17. This option vests over three years in three consecutive equal annual installments beginning on February 27, 2019.

18. This option vests over three years in three consecutive equal annual installments beginning on February 28, 2018.

19. Conversion to Linde plc Ordinary Shares is on a one-to-one basis.

20. Deferred stock units acquired under the Linde Compensation Deferral Plan as amended ("Plan"). The deferred stock units will payout in Linde plc Ordinary Shares on a one-for-one basis in accordance with the Plan.

Remarks:

	Anthony M. Pepper as attorney-in-fact	03/13/2024
	** 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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