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). | |||||||||||||||||
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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ICU MEDICAL INC/DE [ ICUI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 02/12/2024 | M | 146,366 | A | $58.79 | 170,043 | D | |||
Common Stock | 02/12/2024 | F(1) | 82,725(2) | D | $104.02 | 87,318 | D | |||
Common Stock | 02/12/2024 | M | 66,000 | A | $58.79 | 126,000 | I | by Trust | ||
Common Stock | 02/12/2024 | F(1) | 37,302(3) | D | $104.02 | 88,698 | I | by Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $58.79 | 02/12/2024 | M | 146,366 | 02/13/2018 | 02/24/2024(4) | Common Stock | 146,366 | $0.0 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $58.79 | 02/12/2024 | M | 66,000 | 02/13/2018 | 02/24/2024(4) | Common Stock | 66,000 | $0.0 | 0 | I | by Trust |
Explanation of Responses: |
1. Mr. Jain (the Registrant) was personally responsible for cash tax obligations of approximately $5 million in total related to all net exercises reported on this Form 4, shares were not traded in lieu of taxes paid. |
2. Represents a "net exercise" of outstanding stock options. The reporting person received 63,641 shares of common stock on net exercise of option to purchase 146,366 shares of common stock. The company withheld 82,725 shares of common stock underlying the option for payment of the exercise price, using the closing stock price on February 12, 2024 of $104.02. |
3. Represents a "net exercise" of outstanding stock options. The trusts received 28,698 shares of common stock on net exercise of option to purchase 66,000 shares of common stock. The company withheld 37,302 shares of common stock underlying the option for payment of the exercise price, using the closing stock price on February 12, 2024 of $104.02. |
4. These non-qualified stock options were granted on 2/24/2014 with a ten year life with an expiration date of 2/24/2024. |
By: Paula Darbyshire, Attorney-in-fact For: Vivek Jain | 02/14/2024 | |
** 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. |