SEC Form 4 · accession 0001410442-19-000004
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
Mar 6, 2019
Accepted (ET)
Mar 8, 2019 · 1:03 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 | Mar 6, 2019 | M | 36,509 | $0.00 | A | 87,093 | D | |
| Common Stock | Mar 6, 2019 | F | 18,102 | $0.00 | D | 68,991 | 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,F3,F2,F4 | — | Mar 6, 2019 | M | 11,276 | D | — | Mar 6, 2019 | Common Stock | 33,828 | 0 | D |
| Common StockF5,F6,F7 | — | Mar 6, 2019 | M | 2,681 | D | — | Mar 6, 2021 | Common Stock | 2,681 | 5,362 | D |
| Common StockF5,F6,F7 | — | Mar 6, 2019 | A | 4,331 | A | — | Mar 6, 2022 | Common Stock | 4,331 | 4,331 | D |
Explanation of responses
- F1These Securities are Performance-based Restricted Stock Units (PRSU).
- F2There is neither a purchase price nor an exercise price for the PRSUs.
- F3Each PRSU reflects the contingent right to receive a variable number of shares of common stock based on achieving performance goals. At the determination date, based on certification of the achievement of the performance criteria, the reporting person earned 300% of the target award amount.
- F4These PRSUs were granted on February 5, 2016. The vesting for these PRSUs is dependent upon the achievement of performance criteria related to the Company's fiscal year 2018 Adjusted EBITDA per share CAGR in comparison to the fiscal year 2015 Adjusted EBITDA per weighted average basic share. The reporting person may potentially earn 100% to 300% of the target award amount originally reported on the date of grant.
- F5These securities are Restricted Stock Units.
- F6There is neither a purchase price nor an exercise price for the Restricted Stock Units.
- F7One third of the units subject to the award shall vest on each of the first, second, and third anniversaries of the grant date.