SEC Filing | Air Products

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Dixon Robert D

(Last)

(First)

(Middle)

7201 HAMILTON BOULEVARD

(Street)

ALLENTOWN

18195

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2006

3. Issuer Name and Ticker or Trading Symbol
AIR PRODUCTS & CHEMICALS INC /DE/ [ APD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
V.P. and G.M. Merchant Gases

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,956.268	D
Common Stock	3,505.67	I	By RSP⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1998 Rights⁽²⁾	08/08/1988⁽²⁾	10/02/2007	Common Stock	5,000	⁽²⁾	D
1998 Stock Options⁽³⁾	08/08/1988⁽⁴⁾	10/02/2007	Common Stock	5,000	41.31	D
1999 Rights⁽²⁾	08/08/1988⁽²⁾	10/02/2008	Common Stock	7,000	⁽²⁾	D
1999 Stock Options⁽³⁾	08/08/1988⁽⁵⁾	10/02/2008	Common Stock	7,000	29.47	D
2000 Rights⁽²⁾	08/08/1988⁽²⁾	10/02/2009	Common Stock	7,000	⁽²⁾	D
2000 Stock Options⁽³⁾	08/08/1988⁽⁶⁾	10/02/2009	Common Stock	7,000	28.78	D
2001 Rights⁽²⁾	08/08/1988⁽²⁾	10/03/2010	Common Stock	13,000	⁽²⁾	D
2001 Stock Options⁽³⁾	08/08/1988⁽⁷⁾	10/03/2010	Common Stock	13,000	35.82	D
Rights 2006⁽²⁾	08/08/1988⁽²⁾	10/04/2015	Common Stock	9,500	⁽²⁾	D
2002 Rights⁽²⁾	08/08/1988⁽²⁾	10/02/2011	Common Stock	14,000	⁽²⁾	D
2002 Stock Options⁽³⁾	08/08/1988⁽⁸⁾	10/02/2011	Common Stock	14,000	38.02	D
2003 Rights⁽²⁾	08/08/1988⁽²⁾	10/02/2012	Common Stock	14,000	⁽²⁾	D
2003 Stock Options⁽³⁾	08/08/1988⁽⁹⁾	10/02/2012	Common Stock	14,000	43.09	D
2004 Stock Options⁽³⁾	08/08/1988⁽¹⁰⁾	10/02/2013	Common Stock	12,000	45.53	D
2005 Stock Options⁽³⁾	08/08/1988⁽¹¹⁾	10/02/2014	Common Stock	13,200	54.17	D
2006 Stock Options⁽³⁾	08/08/1988⁽¹²⁾	10/04/2015	Common Stock	9,500	55.33	D
Rights 2004⁽²⁾	08/08/1988⁽²⁾	10/02/2013	Common Stock	12,000	⁽²⁾	D
Rights 2005⁽²⁾	08/08/1988⁽²⁾	10/02/2014	Common Stock	13,200	⁽²⁾	D

Explanation of Responses:

1. Shares represented by units of interest in the Company Stock Fund held under the issuer's Retirement Savings Plan.

2. The Options include contractual rights (Rights) similar to employee restricted appreciation rights with exercise dates only during a 30 day period following a change in control of the Company (as defined in the LTIP). Exercise of Rights cancels the related Options on a one-for-one basis and entitles the reporting person to receive a cash payment equal to the fair market value of a share of Common Stock on the date of exercise (as defined int he LTIP) minus the option exercise price.

3. Employee Stock Options (Options) granted under the issuer's Long-Term Incentive Plan (LTIP). Exercise of these Options cancels the related Rights described herein on a one-for-one basis.

4. One-third became exercisable 10/1/98; one-third became exercisable 10/1/99; and one-third became exercisable 10/1/00.

5. One-third became exercisable 10/1/99; one-third became exercisable 10/1/00; and one-third became exercisable 10/1/01.

6. One-third became exercisable 10/01/00; one-third became exercisable 10/01/01; and one-third became exercisable 10/1/02.

7. One-third became exercisable 10/02/01; one-third became exercisable 10/1/02; and one-third became exerciable 10/1/03.

8. One-third became exercisable 10/1/02; one-third became exercisable 10/1/03; and one-third became exercisable 10/1/04.

9. One-third became exercisable 10/1/03; one-third became exercisable 10/1/04; and one-third became exercisable 10/1/05.

10. One-third became exercisable 10/1/04; one-third became exercisable 10/1/05; and one-third become exercisable 10/1/06.

11. One-third became exercisable 10/1/05; one-third become exercisable 10/1/06; and one-third become exercisable 10/1/07.

12. One-third become exercisable 10/3/06; one-third become exercisable 10/3/07; and one-third become exercisable 10/3/08.

	By: Linda M. Svoboda as Attorney in Fact	09/29/2006
	** 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 5 (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.