Sec Form 13D Filing - SMITHS GROUP PLC filing for ICU MEDICAL INC (ICUI) - 2024-07-18

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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 sh ares 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