SEC Form 4 · accession 0001410442-15-000001
ICU MEDICAL INC/DE · ICUI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vivek Jain
Officer — Chairman and CEO · Director
Period of report
Feb 11, 2015
Accepted (ET)
Feb 13, 2015 · 8:35 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 13, 2015 | M | 22,679 | $0.00 | A | 52,679 | D | |
| Common Stock | Feb 13, 2015 | F | 11,888 | $88.98 | D | 40,791 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | $0.00 | Feb 11, 2015 | A | 16,478 | A | — | Feb 11, 2018 | Common Stock | 16,478 | 16,478 | D |
| Common StockF4,F2,F5 | — | Feb 13, 2015 | M | 22,679 | D | Feb 12, 2015 | Feb 24, 2017 | Common Stock | 22,679 | 45,360 | D |
| Non-Qualified Stock Option (right to buy)F6 | $88.76 | Feb 11, 2015 | A | 61,373 | A | — | Feb 11, 2025 | Common Stock | 61,373 | 61,373 | D |
Explanation of responses
- F1These securities are Restricted Stock Units.
- F2There is neither a purchase price nor an exercise price for the Restricted Stock Units.
- F3One third of the Units subject to the award shall vest on each of the first, second, and third anniversaries of the grant date.
- F4These securities are Restricted Stock Units awarded under the 2014 Inducement Stock Incentive Plan.
- F5Restricted Stock Units under the 2014 Inducement Stock Incentive Plan vest as one-third of the Units subject to the award on each of the first, second, and third anniversaries of the Vesting Commencement Date of February 13, 2014, with the employee having to be employed by the Company at the time of any vesting. One hundred percent of unvested units shall immediately vest as the result of an involuntary termination of employment.
- F6One-third of the shares shall vest on each of the first, second, and third anniversaries of the grant date. 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 thirty percent of the exercise price per share for thirty consecutive trading days. The appreciation must occur within four years from the grant date.