ICU Medical (ICUI) Form 4 ICU MEDICAL / Vivek Jain 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^*

Jain Vivek

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2023

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)	03/06/2023		M		1,773	A	$0.0	17,242	D
Common Stock	03/06/2023		F		933	D	$161.25	16,309	D
Common Stock	03/06/2023		M		9,994	A	$0.0	26,303	D
Common Stock	03/06/2023		F		5,261	D	$161.25	21,042	D
Common Stock(1)	03/07/2023		M		3,218	A	$0.0	24,260	D
Common Stock	03/07/2023		F		1,694	D	$157.47	22,566	D
Common Stock(1)	03/08/2023		M		2,525	A	$0.0	25,091	D
Common Stock	03/08/2023		F		1,329	D	$156.17	23,762	D
Common Stock								60,000	I	by Trust(2)

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(3)	03/06/2023		M			1,773	03/06/2022(4)	03/06/2023(5)	Common Stock	1,773	$0.0	0	D
Common Stock(1)	$0.0(3)	03/08/2023		M			2,525	03/08/2022(4)	03/08/2024(5)	Common Stock	2,525	$0.0	2,525	D
Common Stock(1)	$0.0(3)	03/07/2023		M			3,218	03/07/2023(4)	03/07/2025(5)	Common Stock	3,218	$0.0	6,436	D
Performance Shares(6)	(7)	03/06/2023		M			9,994	03/06/2023(8)	03/06/2023	Common Stock	9,994	$0.0	0	D

Explanation of Responses:

1. These securities are Restricted Stock Units.

2. This transaction represented a gift of securities from the reporting person to two trusts for the benefit of family members, who share the same household. The reporting person disclaims beneficial ownership of the shares held by the trusts, and this report shall not be deemed as an admission that the reporting person is the beneficial owner of the trust's shares for purposes of Section 16 or for any other purpose.

3. There is neither a purchase price nor an exercise price for the Restricted Stock Units.

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

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

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

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

8. These PRSUs were granted on March 6, 2020 and were subject to the satisfaction of both performance-based and time-based criteria. These PRSUs had a 3-year performance period and cliff-vested on the third anniversary of the grant date.

	By: Paula Darbyshire, Attorney-in-fact For: Vivek Jain	03/08/2023
	** 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).
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