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
|
||
|
99.2
|
||
|
99.3
|
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
|