Virginia Ruth Sanzone - 07 Mar 2024 Form 4 Insider Report for ICU MEDICAL INC/DE (ICUI)

Role: VP, General Counsel
Signature: By: Paula Darbyshire, Attorney-in-fact For: Virginia Sanzone
Issuer symbol: ICUI
Transactions as of: 07 Mar 2024
Net transactions value: -$909,105
Form type: 4
Filing time: 11 Mar 2024, 16:24:42 UTC
Previous filing: 18 May 2023
Next filing: 18 Mar 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ICUI	Common Stock	Options Exercise	$0	+1,073	+23%	$0.000000	5,751	07 Mar 2024	Direct	F1
transaction	ICUI	Common Stock	Tax liability	$61,864	-587	-10%	$105.39	5,164	07 Mar 2024	Direct
transaction	ICUI	Common Stock	Options Exercise	$0	+6,436	+125%	$0.000000	11,600	07 Mar 2024	Direct	F2
transaction	ICUI	Common Stock	Tax liability	$371,921	-3,529	-30%	$105.39	8,071	07 Mar 2024	Direct
transaction	ICUI	Common Stock	Sale	$345,088	-3,300	-41%	$104.57	4,771	08 Mar 2024	Direct	F3
transaction	ICUI	Common Stock	Options Exercise	$0	+2,273	+48%	$0.000000	7,044	08 Mar 2024	Direct	F2
transaction	ICUI	Common Stock	Tax liability	$130,232	-1,246	-18%	$104.52	5,798	08 Mar 2024	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ICUI	Common Stock	Options Exercise	$0	-1,073	-50%	$0.000000	1,073	07 Mar 2024	Common Stock	1,073	$0.000000	Direct	F1, F4, F5, F6
transaction	ICUI	Common Stock	Award	$0	+9,568		$0.000000	9,568	08 Mar 2024	Common Stock	9,568		Direct	F1, F4, F5, F6
transaction	ICUI	Performance Shares	Options Exercise	$0	-6,436	-100%	$0.000000^*	0	07 Mar 2024	Common Stock	6,436	$0.000000	Direct	F2, F7, F8
transaction	ICUI	Performance Shares	Options Exercise	$0	-2,273	-100%	$0.000000^*	0	08 Mar 2024	Common Stock	2,273	$0.000000	Direct	F2, F7, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These securities are Restricted Stock Units.
F2	These Securities are Performance-based Restricted Stock Units (PRSU).
F3	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.54 to $104.84, 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.
F4	There is neither a purchase price nor an exercise price for the Restricted Stock Units.
F5	One third of the units subject to the award shall vest on each of the first, second, and third anniversaries of the grant date.
F6	These are restricted stock units that fully vest 3 years from the grant date.
F7	There is neither a purchase price nor an exercise price for the PRSUs.
F8	These PRSUs were granted on March 7, 2022 and had a 2-year cliff-vest performance period subject to the satisfaction of performance-based metrics and continuous services through the vest date. The PRSUs were approved for vesting in February 2024 by the Compensation Committee at 200% of the original grant.
F9	These PRSUs were granted on March 8, 2021. Vesting of these performance stock units are subject to the satisfaction of both performance-based conditions and time-based criteria. These PRSUs vest on March 8 of the first, second, and third year following the year of grant.