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13G Filing: Soroban Capital Partners and Praxair Inc (PX)

Published on April 27, 2017 at 1:11 pm by Insider Monkey Staff in Hedge Funds

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Soroban Capital GP 0 17,619,237 0 17,619,237 17,619,237 6.2%
Soroban Capital Partners 0 17,619,237 0 17,619,237 17,619,237 6.2%
Soroban Capital Partners GP 0 17,619,237 0 17,619,237 17,619,237 6.2%
Eric W. Mandelblatt 0 17,619,237 0 17,619,237 17,619,237 6.2%

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Page 1 of 11 – SEC Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Praxair, Inc.
(Name of Issuer)
Common Stock ($0.01 par value)
(Title of Class of Securities)
74005P104
(CUSIP Number)
April 18, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[_]  Rule 13d-1(b)
[X]  Rule 13d-1(c)
[_]  Rule 13d-1(d)
__________
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Page 2 of 11 – SEC Filing

CUSIP No.
74005P104
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soroban Capital GP LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)  [_]
(b)  [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
17,619,237
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
17,619,237
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,619,237
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO

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Page 3 of 11 – SEC Filing

CUSIP No.
74005P104
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soroban Capital Partners LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)  [_]
(b)  [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
17,619,237
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
17,619,237
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,619,237
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN, IA

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Page 4 of 11 – SEC Filing

CUSIP No.
74005P104
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soroban Capital Partners GP LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)  [_]
(b)  [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
17,619,237
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
17,619,237
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,619,237
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO

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Page 5 of 11 – SEC Filing

CUSIP No.
74005P104
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Eric W. Mandelblatt
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)  [_]
(b)  [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
17,619,237
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
17,619,237
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,619,237
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN

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Page 6 of 11 – SEC Filing

CUSIP No.
74005P104
Item 1.
(a).
Name of Issuer:
Praxair, Inc.
(b).
Address of issuer’s principal executive offices:
10 Riverview Drive
Danbury, Connecticut 06810
Item 2.
(a).
Name of person filing:
Soroban Capital GP LLC
Soroban Capital Partners LP
Soroban Capital Partners GP LLC
Eric W. Mandelblatt
(b).
Address or principal business office or, if none, residence:
Soroban Capital GP LLC
444 Madison Avenue, 21st Floor
New York, NY 10022
United States of America
Soroban Capital Partners LP
444 Madison Avenue, 21st Floor
New York, NY 10022
United States of America
Soroban Capital Partners GP LLC
444 Madison Avenue, 21st Floor
New York, NY 10022
United States of America
Eric W. Mandelblatt
c/o Soroban Capital Partners LP
444 Madison Avenue, 21st Floor
New York, NY 10022
United States of America
(c).
Citizenship:
Soroban Capital GP LLC – Delaware
Soroban Capital Partners LP – Delaware
Soroban Capital Partners GP LLC – Delaware
Eric W. Mandelblatt – United States of America
(d).
Title of class of securities:
Common Stock ($0.01 par value)
(e).
CUSIP No.:
74005P104

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Page 7 of 11 – SEC Filing

Item 3.
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
(a)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[_]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
[_]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
(i)
[_]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4.
Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned:
Soroban Capital GP LLC – 17,619,237
Soroban Capital Partners LP – 17,619,237
Soroban Capital Partners GP LLC – 17,619,237
Eric W. Mandelblatt – 17,619,237
(b)
Percent of class:
Soroban Capital GP LLC – 6.2%
Soroban Capital Partners LP – 6.2%
Soroban Capital Partners GP LLC – 6.2%
Eric W. Mandelblatt – 6.2%

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Page 8 of 11 – SEC Filing

Number of shares as to which Soroban Capital GP LLC has:
(i)
Sole power to vote or to direct the vote
0
,
(ii)
Shared power to vote or to direct the vote
                                                                                           17,619,237
,
(iii)
Sole power to dispose or to direct the disposition of
0
,
(iv)
Shared power to dispose or to direct the disposition of
17,619,237
.
Number of shares to which Soroban Capital Partners LP has :
(i)
Sole power to vote or to direct the vote
0
,
(ii)
Shared power to vote or to direct the vote
17,619,237
,
(iii)
Sole power to dispose or to direct the disposition of
0
,
(iv)
Shared power to dispose or to direct the disposition of
17,619,237
.
Number of shares to which Soroban Capital Partners GP LLC has :
(i)
Sole power to vote or to direct the vote
0
,
(ii)
Shared power to vote or to direct the vote
17,619,237
,
(iii)
Sole power to dispose or to direct the disposition of
0
,
(iv)
Shared power to dispose or to direct the disposition of
17,619,237
.
Number of shares to which Eric W. Mandelblatt has :
(i)
Sole power to vote or to direct the vote
0
,
(ii)
Shared power to vote or to direct the vote
17,619,237
,
(iii)
Sole power to dispose or to direct the disposition of
0
,
(iv)
Shared power to dispose or to direct the disposition of
17,619,237
.

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Page 9 of 11 – SEC Filing

Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Not applicable
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
Not applicable
Item 10.
Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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Page 10 of 11 – SEC Filing

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
April 27, 2017
(Date)
SOROBAN CAPITAL GP LLC
By:
 /s/ Eric W. Mandelblatt
Eric W. Mandelblatt
Managing Partner
SOROBAN CAPITAL PARTNERS LP
By: Soroban Capital Partners GP LLC,
 its general partner
By:
 /s/ Eric W. Mandelblatt
Eric W. Mandelblatt
Managing Partner
SOROBAN CAPITAL PARTNERS GP LLC
By:
 /s/ Eric W. Mandelblatt
Eric W. Mandelblatt
Managing Partner
ERIC W. MANDELBLATT
/s/ Eric W. Mandelblatt
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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Page 11 of 11 – SEC Filing

Exhibit A
AGREEMENT
Each of the undersigned hereby consents and agrees to this joint filing to Schedule 13G for the Common Stock ($0.01 par value) of Praxair, Inc.
April 27, 2017
(Date)
SOROBAN CAPITAL GP LLC
By:
 /s/ Eric W. Mandelblatt
Eric W. Mandelblatt
Managing Partner
SOROBAN CAPITAL PARTNERS LP
By: Soroban Capital Partners GP LLC,
 its general partner
By:
 /s/ Eric W. Mandelblatt
Eric W. Mandelblatt
Managing Partner
SOROBAN CAPITAL PARTNERS GP LLC
By:
 /s/ Eric W. Mandelblatt
Eric W. Mandelblatt
Managing Partner
ERIC W. MANDELBLATT
/s/ Eric W. Mandelblatt

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