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Form 4 PRAXAIR INC For: Apr 12 Filed by: ANGEL STEPHEN F

April 14, 2016 4:01 PM EDT
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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OMB Number: 3235-0287
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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 *
ANGEL STEPHEN F
(Last) (First) (Middle)
C/O PRAXAIR, INC.
39 OLD RIDGEBURY ROAD
(Street)
DANBURY CT 06810-5113
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PRAXAIR INC [ PX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/12/2016
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)
Code V Amount (A) or (D) Price
Common Stock               2,268 I In trust for children
Common Stock               173,649 I Grantor Retained Annuity Trusts
Common Stock               13,164 I Angel Descendants Trust
Common Stock               8,529.9398 I 401(k)
Common Stock 04/12/2016   M   100,000 A $ 61.47 113,847 D  
Common Stock 04/12/2016   F   76,458 (1) D $ 114.06 37,389 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 61.47 04/12/2016   M     100,000 02/27/2008 (2) 02/27/2017 Common Stock 100,000 $ 0 83,300 D  
Stock Option (right to buy) $ 83.89             02/26/2009 (2) 02/26/2018 Common Stock 195,200   195,200 D  
Stock Option (right to buy) $ 60.92             02/24/2010 (2) 02/24/2019 Common Stock 281,510   281,510 D  
Stock Option (right to buy) $ 76.16             02/23/2011 (2) 02/23/2020 Common Stock 204,640   204,640 D  
Stock Option (right to buy) $ 97.84             02/22/2012 (2) 02/22/2021 Common Stock 218,175   218,175 D  
Stock Option (right to buy) $ 109.68             02/28/2013 (2) 02/28/2022 Common Stock 236,510   236,510 D  
Stock Option (right to buy) $ 110.58             02/26/2014 (3) 02/26/2023 Common Stock 187,015   187,015 D  
Stock Option (right to buy) $ 128.8             02/25/2015 (4) 02/25/2024 Common Stock 203,930   203,930 D  
Stock Option (right to buy) $ 128.38             02/24/2016 (5) 02/24/2025 Common Stock 261,075   261,075 D  
Stock Option (right to buy) $ 102.22             02/23/2017 (6) 02/23/2026 Common Stock 416,355   416,355 D  
Deferred Stock Unit $ 0 (7)               (8)   (8) Common Stock 63,893.331   63,893.331 D  
Explanation of Responses:
1. Shares of common stock withheld to pay the exercise price of the stock option and to pay tax withholdings. There was no market sale of any shares. The 100,000 shares acquired upon the option exercise, net of 76,458 shares used to pay the exercise price and taxes, resulted in 23,542 shares that were retained.
2. This option became exercisable in three (3) equal annual installments beginning on the first anniversary of the date of grant.
3. This option vests over three years in three consecutive equal annual installments beginning on February 26, 2014.
4. This option vests over three years in three consecutive equal annual installments beginning on February 25, 2015.
5. This option vests over three years in three consecutive equal annual installments beginning on February 24, 2016.
6. The option vests over three years in three consecutivve equal annual installments beginning on February 23, 2017.
7. Conversion to Praxair Common Stock is on a 1-for-1 basis.
8. Deferred stock units acquired under the Praxair Compensation Deferral Plan as amended ("Deferral Plan") and are to be settled in Praxair Common Stock.
Anthony M. Pepper, Attorney-in-Fact 04/14/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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