SEC Form 4 · accession 0001669639-19-000007

ICU MEDICAL INC/DE · ICUI

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

Reporting owner

Virginia Ruth Sanzone

Officer — VP, General Counsel

Period of report

Mar 6, 2019

Accepted (ET)

Mar 8, 2019 · 1:16 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
Common Stock	Mar 6, 2019	M	10,410	$0.00	A	13,167	D
Common Stock	Mar 6, 2019	F	5,133	$0.00	D	8,034	D
Common Stock^F2	Mar 7, 2019	S	2,097	$231.70	D	5,937	D
Common Stock^F3	Mar 7, 2019	S	2,980	$232.67	D	2,957	D
Common Stock^F4	Mar 7, 2019	S	200	$233.35	D	2,757	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Stock^F5,F7,F6,F8	—	Mar 6, 2019	M	3,470	D	—	Mar 6, 2019	Common Stock	10,410	0	D

Explanation of responses

F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 13, 2018.
F2The price reported in Column 4 is an average weighted price. These shares were sold in multiple transactions at prices ranging from $231.22 to $232.11, 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 an average weighted price. These shares were sold in multiple transactions at prices ranging from $232.28 to $233.27, 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 an average weighted price. These shares were sold in multiple transactions at prices ranging from $233.31 to $233.38, 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.
F5These Securities are Performance-based Restricted Stock Units (PRSU).
F6There is neither a purchase price nor an exercise price for the PRSUs.
F7Each 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.
F8These 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.