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
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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*
COSTELLO RICHARD A

(Last) (First) (Middle)
951 CALLE AMANECER

(Street)
SAN CLEMENTE CA 92673

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ICU MEDICAL INC/DE [ ICUI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President Sales
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2014
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 02/25/2014 X 6,923 A $46.53 8,096 D
Common Stock 02/25/2014 X 3,571 A $43.62 11,667 D
Common Stock 02/25/2014 X 1,250 A $37 12,917 D
Common Stock 02/25/2014 X 15,000 A $32.07 27,917 D
Common Stock 02/25/2014 X 938 A $43.12 28,855 D
Common Stock 02/25/2014 X 938 A $32.31 29,793 D
Common Stock 02/25/2014 S 28,620 D $58.6187 (1) 1,173 D
Common Stock (2) 02/25/2014 S 549 D $58.5444 (3) 624 D
Common Stock 02/25/2014 S 339 (4) D $58.4978 (5) 285 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
Non-Qualified Stock Option (right to buy) $32.07 02/25/2014 X 15,000 02/04/2014 02/04/2019 Common Stock 15,000 (6) 0 D
Non-Qualified Stock Option (right to buy) $32.31 02/25/2014 X 938 (7) 02/04/2020 Common Stock 938 (6) 0 D
Non-Qualified Stock Option (right to buy) $37 02/25/2014 X 1,250 (7) 07/21/2020 Common Stock 1,250 (6) 1,563 D
Non-Qualified Stock Option (right to buy) $43.12 02/25/2014 X 938 (7) 02/02/2021 Common Stock 938 (6) 3,750 D
Non-Qualified Stock Option (right to buy) $43.62 02/25/2014 X 3,571 (7) 07/20/2021 Common Stock 3,571 (6) 5,313 D
Non-Qualified Stock Option (right to buy) $46.53 02/25/2014 X 6,923 (7) 02/01/2022 Common Stock 6,923 (6) 6,924 D
Explanation of Responses:
1. The price recorded in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.27 to $58.81 inclusive. The reporting person undertakes to provide ICU Medical, Inc., any security holder of ICU Medical, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
2. These securities are Restricted Stock Units.
3. The price recorded in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.50 to $58.68 inclusive. The reporting person undertakes to provide ICU Medical, Inc., any security holder of ICU Medical, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
4. Shares purchased through Employee Stock Purchase Plan
5. The price recorded in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.49 to $58.50 inclusive. The reporting person undertakes to provide ICU Medical, Inc., any security holder of ICU Medical, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
6. Transaction is the exercise of a derivative security; see Column 2.
7. Options vest and are exercisable as to 25% of the underlying grant one year after the date of grant and in equal monthly installments thereafter for three additional years.
By: Lynn DeMartini For: Richard A. Costello 02/26/2014
** 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).
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