SEC Form 4 · accession 0001189724-17-000003
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
Feb 24, 2017
Accepted (ET)
Feb 27, 2017 · 2:12 pm EST
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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 24, 2017 | X | 16,250 | $58.79 | A | 17,576 | D | |
| Common StockF2 | Feb 24, 2017 | S | 4,500 | $151.3881 | D | 13,076 | D | |
| Common StockF3 | Feb 24, 2017 | S | 11,750 | $152.2282 | D | 1,326 | D | |
| Common Stock | Feb 24, 2017 | X | 15,000 | $58.79 | A | 16,326 | D | |
| Common StockF4 | Feb 24, 2017 | S | 4,796 | $151.4907 | D | 11,530 | D | |
| Common StockF5 | Feb 24, 2017 | S | 10,204 | $152.2044 | D | 1,326 | 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)F7,F6 | $58.79 | Feb 24, 2017 | X | 16,250 | D | — | Feb 24, 2024 | Common Stock | 16,250 | 46,250 | D |
| Non-Qualified Stock Option (right to buy)F7,F6 | $58.79 | Feb 24, 2017 | X | 15,000 | D | — | Feb 24, 2024 | Common Stock | 15,000 | 31,250 | 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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.95 to $151.90, 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.95 to $152.85, 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.95 to $151.90, 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.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.95 to $152.80, 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.
- F6Twenty-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.
- F7Transaction is the exercise of a derivative security; see Column 2.