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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Pfann Oliver (Last) (First) (Middle) C/O LINDE PLC FORGE, 43 CHURCH STREET WEST (Street) WOKING SURREY X0 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) Senior Vice President, EMEA
	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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	03/11/2024		M		870(1)	A	$0	870	D
Ordinary Shares	03/11/2024		F		444.396(2)	D	$462.55	425.604	D
Ordinary Shares	03/11/2024		M		480(1)	A	$0	905.604	D
Ordinary Shares	03/11/2024		F		245.185(2)	D	$462.55	660.419	D
Ordinary Shares	03/11/2024		M		290(3)	A	$0	950.419	D
Ordinary Shares	03/11/2024		F		148.133(2)	D	$462.55	802.286	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
Performance Share Units	(4)	03/11/2024		A		870		(4)	(4)	Ordinary Shares	870	$0	870	D
Performance Share Units	(4)	03/11/2024		M			870	(4)	(4)	Ordinary Shares	870	$0	0	D
Performance Share Units	(5)	03/11/2024		A		480		(5)	(5)	Ordinary Shares	480	$0	480	D
Performance Share Units	(5)	03/11/2024		M			480	(5)	(5)	Ordinary Shares	480	$0	0	D
Restricted Stock Units	(6)	03/11/2024		M			290	(6)	(6)	Ordinary Shares	290	$0	0	D
Restricted Stock Units	(7)							(7)	(7)	Ordinary Shares	905		905	D
Restricted Stock Units	(8)							(8)	(8)	Ordinary Shares	230		230	D
Restricted Stock Units	(9)							(9)	(9)	Ordinary Shares	215		215	D
Stock Options (right to buy)	$465.29							03/07/2025(10)	03/07/2034	Ordinary Shares	5,840		5,840	D
Stock Options (right to buy)	$354.14							(11)	03/07/2033	Ordinary Shares	1,500		1,500	D
Stock Options (right to buy)	$270.99							(12)	03/07/2032	Ordinary Shares	1,860		1,860	D
Stock Options (right to buy)	$253.68							(13)	03/08/2031	Ordinary Shares	3,055		3,055	D
Stock Options (right to buy)	$173.13							(14)	03/09/2030	Ordinary Shares	3,590		3,590	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 8, 2024 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, 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, 2026 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, 2025 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.

Remarks:

	Anthony M. Pepper as attorney-in-fact	03/14/2024
	** 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).
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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