SEC Form 4 · accession 0001189724-16-000017

ICU MEDICAL INC/DE · ICUI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Steven Riggs

Officer — VP Operations

Period of report

Sep 12, 2016

Accepted (ET)

Sep 13, 2016 · 6:30 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000883984

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F2,F3	Sep 12, 2016	S	703	$121.3164	D	675	D
Common Stock^F4,F5	Sep 12, 2016	S	675	$121.3452	D	0	D
Common Stock	Sep 12, 2016	X	13,634	$58.79	A	13,634	D
Common Stock^F6	Sep 12, 2016	S	10,250	$121.7634	D	3,384	D
Common Stock^F7	Sep 12, 2016	S	3,384	$122.0596	D	0	D
Common Stock	Sep 12, 2016	X	12,833	$58.79	A	12,833	D
Common Stock^F8	Sep 12, 2016	S	11,333	$121.7565	D	1,500	D
Common Stock^F9	Sep 12, 2016	S	1,500	$122.064	D	0	D
Common Stock	Sep 12, 2016	X	11,957	$58.79	A	11,957	D
Common Stock	Sep 12, 2016	X	2,460	$61.76	A	14,417	D
Common Stock^F10	Sep 12, 2016	S	11,717	$121.7447	D	2,700	D
Common Stock^F11	Sep 12, 2016	S	2,700	$122.0659	D	0	D
Common Stock	Sep 13, 2016	X	800	$58.79	A	800	D
Common Stock^F12	Sep 13, 2016	S	800	$121.89	D	0	D
Common Stock	Sep 13, 2016	X	1,677	$58.79	A	1,677	D
Common Stock^F13	Sep 13, 2016	S	1,677	$121.3477	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-Qualified Stock Option (right to buy)^F15,F14	$58.79	Sep 12, 2016	X	13,634	D	—	Feb 24, 2024	Common Stock	13,634	89,767	D
Non-Qualified Stock Option (right to buy)^F15,F14	$58.79	Sep 12, 2016	X	12,833	D	—	Feb 24, 2024	Common Stock	12,833	76,934	D
Non-Qualified Stock Option (right to buy)^F15,F14	$58.79	Sep 12, 2016	X	11,957	D	—	Feb 24, 2024	Common Stock	11,957	64,977	D
Non-Qualified Stock Option (right to buy)^F15,F14	$58.79	Sep 13, 2016	X	800	D	—	Feb 24, 2024	Common Stock	800	64,177	D
Non-Qualified Stock Option (right to buy)^F15,F14	$58.79	Sep 13, 2016	X	1,677	D	—	Feb 24, 2024	Common Stock	1,677	62,500	D
Non-Qualified Stock Option (right to buy)^F15,F16	$61.76	Sep 12, 2016	X	2,460	D	—	Feb 6, 2023	Common Stock	2,460	3,446	D

Explanation of responses

F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 Plan adopted by the reporting person on August 11, 2016.
F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.97 to $121.96, 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.
F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.99 to $122.18, 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.
F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.75 to $122.13, 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.
F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.87 to $122.19, 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.
F14Twenty-five percent of the shares shall vest on each of the first, second,third, and fourth anniversaries of the grant date . Fifty percent of the vested shares shall become exercisable if, during the term of the option, the closing price of the Company's common stock is equal to or more than one-hundred and twenty-five percent of the exercise price per share for thirty consecutive trading days. The remaining fifty percent of the vested shares shall become exercisable if, after the date of award and on or before the expiration date, the closing price of the Company's common stock is equal to or more than one-hundred and fifty percent of eh exercise price for 30 consecutive trading days.
F15Transaction is the exercise of a derivative security; see Column 2.
F16Options 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.
F2Shares purchased through Employee Stock Purchase Plan.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.14 to $121.31, 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.
F4These securities are Restricted Stock Units.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.14 to $121.70, 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.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.00 to $121.99, 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.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.00 to $122.15, 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.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.04 to $122.03, 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.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.04 to $122.10, 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.