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    Amendment: SEC Form SC 13D/A filed by ICU Medical Inc.

    7/18/24 7:06:07 AM ET
    $ICUI
    Medical/Dental Instruments
    Health Care
    Get the next $ICUI alert in real time by email
    SC 13D/A 1 ef20032530_sc13da.htm SC 13D/A
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    SCHEDULE 13D

    Under the Securities Exchange Act of 1934
    (Amendment No. 2)*

    ICU MEDICAL, INC.
    (Name of Issuer)

    Common stock, par value $0.10 per share
    (Title of Class of Securities)

    44930G107
    (CUSIP Number)

    Matthew Whyte
    Company Secretary
    Smiths Group plc
    Level 10, 255 Blackfriars Road
    London, United Kingdom, SE1 9AX
    +44 (0) 20 7004 1600
    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

    with a copy to:

    Taryn C. Zucker
    Paul K. Humphreys
    Freshfields Bruckhaus Deringer US LLP
    3 World Trade Center, 175 Greenwich Street
    New York, NY 10007

    July 16, 2024
    (Date of Event Which Requires Filing of this Statement)

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

    *
    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



    CUSIP No. 44930G107

    1
    NAMES OF REPORTING PERSONS
     
     
    Smiths Group plc
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    England and Wales
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    470,000 (1)
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    470,000 (1)
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    470,000 (1)
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    1.9% (2)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     


    1
    NAMES OF REPORTING PERSONS
     
     
    Smiths Group International Holdings Limited
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    England and Wales
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    470,000 (1)
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    470,000 (1)
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    470,000  (1)
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    1.9% (2)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     

    (1)
    Consists of 470,000 shares of common stock, par value $0.10 per share (“Common Stock”), held by Smiths Group International Holdings Limited (the “Shareholder”). Smiths Group plc may be deemed to have beneficial ownership over such shares since the Shareholder is a direct wholly owned subsidiary of Smiths Group plc.

    (2)
    Based on the quotient obtained by dividing (a) the number of shares of Common Stock beneficially owned by the Shareholder by (b) 24,365,990 shares of Common Stock outstanding as of April 30, 2024, as reported by the ICU Medical, Inc. (the “Issuer”) in its Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 7, 2024 (the “10-Q”).


    AMENDMENT NO. 2 TO SCHEDULE 13D

    This Amendment No. 2 (this “Amendment”) amends and supplements the statement on Schedule 13D originally filed with the SEC on January 12, 2022, as amended and supplemented by Amendment No. 1 filed with the SEC on March 1, 2024 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), relating to the Common Stock of the Issuer, and is filed by (i) Smiths Group plc, a public limited company incorporated in England and Wales and listed on the London Stock Exchange and (ii) Smiths Group International Holdings Limited, a private limited company incorporated in England and Wales (collectively, the “Reporting Persons”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined herein shall have the same meanings as are ascribed to them in the Original Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

    On July 16, 2024, the Reporting Persons sold 1,200,000 shares of Common Stock in the transaction described herein and, as a result, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer. As such, the filing of this Amendment represents the final amendment to the Original Schedule 13D and constitutes an exit filing for the Reporting Persons.

    The following Items of the Schedule 13D are hereby amended and supplemented as follows:

    Item 2.
    Identity and Background.

    This Amendment amends Item 2 of the Original Schedule 13D by replacing in its entirety Schedule A, incorporated therein by reference, with Schedule A hereto, which Schedule A is incorporated herein by reference.

    Item 5.
    Interest in Securities of the Issuer.

    (a) - (b) The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 24,365,990 shares of Common Stock outstanding as of April 30, 2024, as reported in the 10-Q. Smiths Group plc may be deemed to have beneficial ownership over such 470,000  shares of Common Stock since the Shareholder is a direct wholly owned subsidiary of Smiths Group plc. The Reporting Persons share power to vote or to direct the vote of and power to dispose or to direct the disposition of such 470,000 shares of Common Stock.

    (c) On July 16, 2024, the Shareholder sold 1,200,000 shares of Common Stock held by it in accordance with the Form 144 that was filed by the Shareholder on the same day. The shares of Common Stock were sold through a trade order executed by a broker-dealer at a price of $126.55 per share of Common Stock.  The aforementioned transaction is the only transaction in the Common Stock by the Reporting Persons in the sixty days preceding the date of this Amendment, or since the most recent filing of the Original Schedule 13D by the Reporting Persons, whichever is less.

    (d) No person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Amendment.

    (e) As a result of the transaction described herein, on July 16, 2024, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer.


    Item 7.
    Material to be Filed as Exhibits.

    Exhibit No.
     
    Description
    99.1
     
    Power of Attorney of Smiths Group plc
    99.2
     
    Power of Attorney of Smiths Group International Holdings Limited
    99.3
     
    Joint Filing Agreement, dated as of January 12, 2022, by and between Smiths Group plc and Smiths Group International Holdings Limited. (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by Smiths Group plc and Smiths Group International Holdings Limited on January 12, 2022).


    SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

    Date: July 18, 2024
     

     
    Smiths Group plc
     

     
    By:
    /s Matthew John Whyte
     
    Name:
    Matthew John Whyte, attorney-in-fact
     
         
    Smiths Group International Holdings Limited
     

     
    By:
    /s/ Matthew John Whyte
     
    Name:
    Matthew John Whyte, attorney-in-fact
     


    SCHEDULE A

    Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of Smiths Group plc

    The business address of each director and executive officer is c/o Smiths Group plc, Level 10, 255 Blackfriars Road, London, UK, SE1 9AX. Unless otherwise indicated, each director and executive officer is a citizen of the United Kingdom.

    NAME AND POSITION
     
    PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND CITIZENSHIP
    Steve Williams
    Chairman of the Board, Director
     
    Chairman of the Board, Smiths Group plc and company director
    Mr. Williams is a citizen of the United States and the United Kingdom
         
    Roland Carter
    Chief Executive Officer, Director
     
    Director, Chief Executive Officer, Smiths Group plc
    Mr. Carter is a citizen of the United Kingdom
         
    Clare Scherrer
    Chief Financial Officer, Director
     
    Director, Chief Financial Officer, Smiths Group plc
    Ms. Scherrer is a citizen of the United States and United Kingdom
         
    Pam Cheng
    Non-Executive Director
     
    Director, Smiths Group plc and Executive Vice-President, Global Operations, IT and Chief Sustainability Officer for AstraZeneca plc
    Ms. Cheng is a citizen of the United States
         
    Alister Cowan
    Non-Executive Director
     
    Director, Smiths Group plc and company director
    Mr. Cowan is a citizen of Canada and the United Kingdom
         
    Ann Dame Dowling
    Non-Executive Director
     
    Director, Smiths Group plc and Deputy Vice Chancellor and an Emeritus Professor of Mechanical Engineering at the University of Cambridge
    Dame Ann Dowling is a citizen of the United Kingdom
         
    Richard Howes
    Non-Executive Director
     
    Director, Smiths Group plc and Chief Financial Officer, Bunzl plc
    Mr. Howes is a citizen of the United Kingdom
         
    Karin Hoeing-Cosentino
    Non-Executive Director
     
    Director Smiths Group plc and Group ESG, Culture and Business Transformation Director, BAE Systems plc
    Ms. Hoeing-Consentino is a citizen of Germany
         
    Mark Seligman
    Senior Independent Director
     
    Director, Smiths Group plc and company director
    Mr. Seligman is a citizen of the United Kingdom
         
    Noel Tata
    Non-Executive Director
     
    Director, Smiths Group plc and company director
    Mr. Tata is a citizen of Ireland
         
    Di Houghton
    Group Head of Strategy and Communication
     
    Group Head of Strategy and Communication, Smiths Group plc
    Ms. Houghton is a citizen of the United Kingdom
         
    Vera Parker
    Chief People Officer
     
    Chief People Officer, Smiths Group plc
    Ms. Parker is a citizen of the United Kingdom
         
    James Down
    Group General Counsel
     
    Group General Counsel, Smiths Group plc
    Mr. Down is a citizen of the United Kingdom
         
    Ted Wan
    President, Smiths China
     
    President, Smiths China, Smiths Group plc
    Mr. Wan is a citizen of China
         
    Julian Fagge
    President, Smiths Interconnect
     
    President, Smiths Interconnect
    Mr. Fagge is a citizen of the United Kingdom
         
    Pat McCaffrey
    President, Flex-Tek
     
    President, Flex-Tek
    Mr. McCaffrey is a citizen of the United States
         
    Bernard Cicut
    President, John Crane
     
    President, John Crane
    Mr. Cicut is a citizen of France
         
    Jerome de Chassey
    President, Smiths Detection
     
    President, Smiths Detection
    Mr. de Chassey is a citizen of France
         
    Kini Pathmanathan
    Head of Smiths Excellence & Sustainability
     
    Head of Smiths Excellence & Sustainability
    Ms. Pathmanathan is a citizen of the United Kingdom


    Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
    Smiths Group International Holdings Limited

    The business address of each director and executive officer is c/o Smiths Group plc, Level 10, 255 Blackfriars Road, London, UK, SE1 9AX. Unless otherwise indicated, each director and executive officer is a citizen of the United Kingdom.

    NAME AND POSITION
    PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND CITIZENSHIP
    Matthew Whyte
    Director
    Director, Smiths Group International Holdings Limited and Group Company Secretary, Smiths Group plc
    Alexander Kenny
    Director
    Director, Smiths Group International Holdings Limited and Group Treasury Director, Smiths Group plc
    Tim Boucher
    Director
    Director, Smiths Group International Holdings Limited and Group Financial Controller, Smiths Group plc



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    SAN CLEMENTE, Calif., May 08, 2025 (GLOBE NEWSWIRE) -- ICU Medical, Inc. (NASDAQ:ICUI), a leader in the development, manufacture and sale of innovative medical products, today announced financial results for the quarterly period ended March 31, 2025. First Quarter 2025 Results First quarter 2025 revenue was $604.7 million, as compared to $566.7 million in the same period in the prior year. GAAP gross profit for the first quarter of 2025 was $210.1 million, as compared to $185.2 million in the same period in the prior year. GAAP gross margin for the first quarter of 2025 was 35%, as compared to 33% in the same period in the prior year. GAAP net loss for the first quarter of 2025 was $(15.

    5/8/25 4:05:00 PM ET
    $ICUI
    Medical/Dental Instruments
    Health Care