Sec Form 3 Filing - Voigtlander Christian B. @ ICU MEDICAL INC/DE - 2018-01-08

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Voigtlander Christian B.
2. Issuer Name and Ticker or Trading Symbol
ICU MEDICAL INC/DE [ ICUI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
951 CALLE AMANECER
3. Date of Earliest Transaction (MM/DD/YY)
01/08/2018
(Street)
SAN CLEMENTE, CA92673
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 34,426 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock ( 1 ) $ 0 ( 3 ) ( 2 ) 12/31/2018 Common Stock 3,470 D
Common Stock ( 1 ) $ 0 ( 3 ) ( 4 ) 12/31/2019 Common Stock 1,778 D
Common Stock ( 1 ) $ 0 ( 3 ) ( 5 ) ( 6 ) Common Stock 4,092 D
Non-Qualified Stock Option (right to buy) $ 96.83 ( 7 ) 06/04/2025 Common Stock 33,334 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Voigtlander Christian B.
951 CALLE AMANECER
SAN CLEMENTE, CA92673
Chief Operating Officer
Signatures
By: Paula Darbyshire, Attorney-in-fact For: Christian B. Voigtlander 01/10/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are Restricted Stock Units.
( 2 )The vesting for this performance-based restricted stock unit ("PRSU") award is dependent upon the reporting person's earning PRSUs based on 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 number of shares reported is the target award amount.The reporting person may potentially earn PRSUs ranging from 100% to 300% of the target award amount. The shares subject to the actual earned PRSU award will vest prior to March 15, 2019, the determination date, based on certification of the achievement of the performance criteria.
( 3 )There is neither a purchase price nor an exercise price for the Restricted Stock Units.
( 4 )The vesting for this performance-based restricted stock unit ("PRSU") award is dependent upon the reporting person's earning PRSUs based on the achievement of performance criteria related to the Company's fiscal year 2019 Cumulative Adjusted EBITDA in comparison to the fiscal year 2016 Adjusted EBITDA. The number of shares reported is the target award amount. The reporting person may potentially earn PRSUs ranging from 100% to 300% of the target award amount.
( 5 )One third of the Units subject to the award shall vest on each of the first, second, and third anniversaries of the grant date.
( 6 )These are restricted stock units that fully vest 3 years from the grant date.
( 7 )One-third of the shares shall vest on each of the first, second, and third anniversaries of the grant date. The vested shares shall become exercisable if, during the term of the option, the closing price of the Company's common stock is equal to or more than one-hundred and thirty percent of the exercise price per share for thirty consecutive trading days. The appreciation must occur within four years from the grant date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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