Form 4 - Statement of changes in beneficial ownership of securities
March 01 2024 - 4:16PM
Edgar (US Regulatory)
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| LEVEL 10, 255 BLACKFRIARS ROAD |
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(Street)
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2. Issuer Name and Ticker or Trading Symbol
ICU MEDICAL INC/DE
[ ICUI ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
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Officer (give title below) |
X |
Other (specify below) |
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Former 10% Owner |
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3. Date of Earliest Transaction
(Month/Day/Year)
02/29/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
02/29/2024 |
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S |
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830,000 |
D |
$106.075
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1,670,000
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I |
By Smiths Group International Holdings Limited |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
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| Remarks: |
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/s/ Smiths Groups plc, Matthew John Whyte, Attorney-in-Fact |
03/01/2024 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24.1
POWER OF ATTORNEY
The undersigned constitutes
and appoints Clare Scherrer and Matthew Whyte or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead,
to sign any and all the Securities and Exchange Commission (the “SEC”) statements of beneficial ownership of securities of
Smiths Group plc (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section
16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities
are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and
thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully
do or cause to be done by virtue hereof.
A copy of this power of attorney
shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such
authorization by written instructions to the attorneys-in-fact.
The authority granted hereby
shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations
to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.
Dated: July 27, 2023
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SMITHS GROUP plc |
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By: |
/s/
Paul Keel |
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Name: |
Paul Keel |
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Title: |
Director |
Exhibit 24.1
POWER OF ATTORNEY
The undersigned constitutes
and appoints Clare Scherrer and Matthew Whyte or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead,
to sign any and all the Securities and Exchange Commission (the “SEC”) statements of beneficial ownership of securities of
Smiths Group plc (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section
16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities
are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and
thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully
do or cause to be done by virtue hereof.
A copy of this power of attorney
shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such
authorization by written instructions to the attorneys-in-fact.
The authority granted hereby
shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations
to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.
Dated: July 27, 2023
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SMITHS GROUP plc |
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By: |
/s/
Paul Keel |
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Name: |
Paul Keel |
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Title: |
Director |
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