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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FIRST RESERVE GP X INC ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH, CT 06830 |
X | X | See Remark 1 | |
FIRST RESERVE FUND X LP ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH, CT 06830 |
X | X | See Remark 1 | |
FIRST RESERVE GP X LP ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH, CT 06830 |
X | X | See Remark 1 | |
FR X Chart Holdings LLC ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH, CT 06830 |
X | X | See Remark 1 |
Anne E. Gold, in Capacity as Described in Remark (2) | 06/13/2007 | |
**Signature of Reporting Person | Date | |
Anne E. Gold, In Capacity as Described in Remark (2) | 06/13/2007 | |
**Signature of Reporting Person | Date | |
Anne E. Gold, In Capacity as Described in Remark (2) | 06/13/2007 | |
**Signature of Reporting Person | Date | |
Anne E. Gold, In Capacity as Described in Remark (2) | 06/13/2007 | |
**Signature of Reporting Person | Date |
* | 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) | FR X Chart Holdings LLC ("Holdings") sold an aggregate of 12,376,214 shares of Common Stock (the "Shares") of Chart Industries, Inc. (the "Issuer") pursuant to an underwriting agreement dated June 6, 2007 (filed as Exhibit 1.1 to the Current Report on Form 8-K filed by the Issuer on June 12, 2007). The sale of such Shares closed on June 12, 2007. |
(2) | The Shares sold, as reported herein, were directly owned by Holdings. First Reserve Fund X, L.P. ("Fund X") is the sole member of Holdings. First Reserve GP X, L.P. ("GP X") is the general partner of Fund X, and First Reserve GP X, Inc. ("GP X Inc.," collectively with Fund X and GP X, the "Fund Entities") is the general partner of GP X. |
(3) | Consists of 8,906 aggregate restricted stock units held by Timothy H. Day and Kenneth W. Moore. Each of the Fund Entities are entitled to a portion of the profits from the sale of Issuer securities held by Messrs. Day and Moore, and therefore may be deemed to share beneficial ownership of their 8,906 aggregate restricted stock units. |
(4) | Each Reporting Person disclaims beneficial ownership of any of the securities reported herein except to the extent of its pecuniary interest therein. |
Remarks: (1) The Reporting Persons have included the designation of "Director" in order to satisfy potential filing obligations in the event any such Reporting Persons are deemed to have been a director of the Issuer by deputization. (2) First Reserve GP X, Inc., by Anne E. Gold, Secretary, is signing for itself as the designated filer, as well as in the capacity of general partner of First Reserve GP X, L.P. First Reserve GP X, L.P., by Anne E. Gold, is signing in its capacity as general partner of First Reserve Fund X, L.P. First Reserve Fund X, L.P., by Anne E. Gold, is signing in its capacity as sole member of FR X Chart Holdings LLC. |