Sanzone Virginia Ruth Form 4 ICU MEDICAL / Virginia Ruth Sanzone ownership change

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^*

Sanzone Virginia Ruth

(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)
VP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2024

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
Common Stock(1)	03/07/2024		M		1,073	A	$0.0	5,751	D
Common Stock	03/07/2024		F		587	D	$105.39	5,164	D
Common Stock(2)	03/07/2024		M		6,436	A	$0.0	11,600	D
Common Stock	03/07/2024		F		3,529	D	$105.39	8,071	D
Common Stock	03/08/2024		S		3,300	D	$104.5722(3)	4,771	D
Common Stock(2)	03/08/2024		M		2,273	A	$0.0	7,044	D
Common Stock	03/08/2024		F		1,246	D	$104.52	5,798	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
Common Stock(1)	$0.0(4)	03/07/2024		M			1,073	03/07/2023(5)	03/07/2025(6)	Common Stock	1,073	$0.0	1,073	D
Common Stock(1)	(4)	03/08/2024		A		9,568		(5)	(6)	Common Stock	9,568	$0.0	9,568	D
Performance Shares(2)	$0.0(7)	03/07/2024		M			6,436	(8)	03/07/2024	Common Stock	6,436	$0.0	0	D
Performance Shares(2)	$0.0(7)	03/08/2024		M			2,273	03/08/2023(9)	03/08/2024	Common Stock	2,273	$0.0	0	D

Explanation of Responses:

1. These securities are Restricted Stock Units.

2. These Securities are Performance-based Restricted Stock Units (PRSU).

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.54 to $104.84, 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. There is neither a purchase price nor an exercise price for the Restricted Stock Units.

5. One third of the units subject to the award shall vest on each of the first, second, and third anniversaries of the grant date.

6. These are restricted stock units that fully vest 3 years from the grant date.

7. There is neither a purchase price nor an exercise price for the PRSUs.

8. These PRSUs were granted on March 7, 2022 and had a 2-year cliff-vest performance period subject to the satisfaction of performance-based metrics and continuous services through the vest date. The PRSUs were approved for vesting in February 2024 by the Compensation Committee at 200% of the original grant.

9. These PRSUs were granted on March 8, 2021. Vesting of these performance stock units are subject to the satisfaction of both performance-based conditions and time-based criteria. These PRSUs vest on March 8 of the first, second, and third year following the year of grant.

	By: Paula Darbyshire, Attorney-in-fact For: Virginia Sanzone	03/11/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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