Smiths Group Amends ICU Medical Stake Filing

TL;DR

Smiths Group updated its ICU Medical ownership filing. No major changes, just housekeeping.

AI Summary

Smiths Group plc, through its subsidiary Smiths Group International Holdings Ltd, has filed an amendment (No. 2) to its Schedule 13D concerning ICU Medical, Inc. The filing, dated July 18, 2024, indicates a change in the reporting of beneficial ownership. Smiths Group plc is based in London, UK, and ICU Medical, Inc. is incorporated in Delaware.

Why It Matters

This filing signifies a change in the disclosure of ownership for ICU Medical, Inc. by Smiths Group, which could impact market perception and investor strategy.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous disclosure and does not appear to indicate a new or significant change in ownership or strategy.

Key Players & Entities

• Smiths Group plc (company) — Filing entity
• Smiths Group International Holdings Ltd (company) — Subsidiary of filing entity
• ICU Medical, Inc. (company) — Subject company
• Matthew Whyte (person) — Person authorized to receive notices
• Taryn C. Zucker (person) — Legal counsel
• Paul K. Humphreys (person) — Legal counsel

FAQ

Key Financial Figures

• $0.10 — ame of Issuer) Common stock, par value $0.10 per share (Title of Class of Securitie
• $126.55 — ecuted by a broker-dealer at a price of $126.55 per share of Common Stock. The aforemen

Filing Documents

• ef20032530_sc13da.htm (SC 13D/A) — 97KB
• 0001140361-24-033442.txt ( ) — 98KB

From the Filing

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

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