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SEC FORM 4 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Jain Vivek

(Last)

(First)

(Middle)

951 CALLE AMANECER

(Street)

SAN CLEMENTE

92673

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ICU MEDICAL INC/DE [ ICUI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/12/2024		M		146,366	A	$58.79	170,043	D
Common Stock	02/12/2024		F⁽¹⁾		82,725⁽²⁾	D	$104.02	87,318	D
Common Stock	02/12/2024		M		66,000	A	$58.79	126,000	I	by Trust
Common Stock	02/12/2024		F⁽¹⁾		37,302⁽³⁾	D	$104.02	88,698	I	by Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$58.79	02/12/2024		M			146,366	02/13/2018	02/24/2024⁽⁴⁾	Common Stock	146,366	$0.0	0	D
Non-Qualified Stock Option (right to buy)	$58.79	02/12/2024		M			66,000	02/13/2018	02/24/2024⁽⁴⁾	Common Stock	66,000	$0.0	0	I	by Trust

Explanation of Responses:

1. Mr. Jain (the Registrant) was personally responsible for cash tax obligations of approximately $5 million in total related to all net exercises reported on this Form 4, shares were not traded in lieu of taxes paid.

2. Represents a "net exercise" of outstanding stock options. The reporting person received 63,641 shares of common stock on net exercise of option to purchase 146,366 shares of common stock. The company withheld 82,725 shares of common stock underlying the option for payment of the exercise price, using the closing stock price on February 12, 2024 of $104.02.

3. Represents a "net exercise" of outstanding stock options. The trusts received 28,698 shares of common stock on net exercise of option to purchase 66,000 shares of common stock. The company withheld 37,302 shares of common stock underlying the option for payment of the exercise price, using the closing stock price on February 12, 2024 of $104.02.

4. These non-qualified stock options were granted on 2/24/2014 with a ten year life with an expiration date of 2/24/2024.

	By: Paula Darbyshire, Attorney-in-fact For: Vivek Jain	02/14/2024
	** 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).
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