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^*

Lamba Sanjiv

(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)

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

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		11,680⁽¹⁾	A	$0	68,078	D
Ordinary Shares	03/11/2024		F		5,412.512⁽²⁾	D	$462.55	62,665.488	D
Ordinary Shares	03/11/2024		M		6,390⁽¹⁾	A	$0	69,055.488	D
Ordinary Shares	03/11/2024		F		2,961.127⁽²⁾	D	$462.55	66,094.361	D
Ordinary Shares	03/11/2024		M		3,895⁽³⁾	A	$0	69,989.361	D
Ordinary Shares	03/11/2024		F		1,713.411⁽²⁾	D	$462.55	68,275.95	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	$0	03/11/2024		A		11,680		⁽⁴⁾	⁽⁴⁾	Ordinary Shares	11,680	$0	11,680	D
Performance Share Units	$0	03/11/2024		M			11,680	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	11,680	$0	0	D
Performance Share Units	$0	03/11/2024		A		6,390		⁽⁵⁾	⁽⁵⁾	Ordinary Shares	6,390	$0	6,390	D
Performance Share Units	$0	03/11/2024		M			6,390	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	6,390	$0	0	D
Restricted Stock Units	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Ordinary Shares	6,405		6,405	D
Restricted Stock Units	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Ordinary Shares	7,015		7,015	D
Restricted Stock Units	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Ordinary Shares	6,335		6,335	D
Restricted Stock Units	⁽⁹⁾	03/11/2024		M			3,895	⁽⁹⁾	⁽⁹⁾	Ordinary Shares	3,895	$0	0	D
Stock Options (right to buy)	$465.29							03/07/2025⁽¹⁰⁾	03/07/2034	Ordinary Shares	41,530		41,530	D
Stock Option (right to buy)	$354.14							03/07/2024⁽¹¹⁾	03/07/2033	Ordinary Shares	46,365		46,365	D
Stock Options (right to buy)	$270.99							03/07/2023⁽¹²⁾	03/07/2032	Ordinary Shares	54,920		54,920	D
Stock Option (right to buy)	$253.68							03/08/2022⁽¹³⁾	03/08/2031	Ordinary Shares	40,995		40,995	D
Stock Option (right to buy)	$173.13							03/09/2021⁽¹⁴⁾	03/09/2030	Ordinary Shares	37,565		37,565	D
Stock Option (right to buy)	$176.63							03/20/2020⁽¹⁵⁾	03/20/2029	Ordinary Shares	15,470		15,470	D
Deferred Stock Units	$274.3477⁽¹⁶⁾							⁽¹⁷⁾	⁽¹⁷⁾	Ordinary Shares	274.347		274.347	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. 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.

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 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.

6. 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.

7. 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.

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 paid out on March 11, 2024 in Linde plc Ordinary Shares on a one-for-one basis.

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

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

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

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

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

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

16. Conversion to Linde plc Ordinary Shares is on a 1-for-1 basis.

17. Deferred Stock Units acquired under the Linde Compensation Deferral Plan that will payout in Linde plc Ordinary Shares on a one-for-one basis in accordance with the Deferral 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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