FORM 4 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 OF SECURITIES 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 * Jain Vivek   2. Issuer Name and Ticker or Trading Symbol ICU MEDICAL INC/DE [ICUI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 951 CALLE AMANECER 3. Date of Earliest Transaction (Month/Day/Year) 02/24/2014 (Street) SAN CLEMENTE, CA 92673 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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)

(2)

02/24/2014

A

68,039

(3)

02/24/2017

Common Stock

68,039

$ 0 (2)

68,039

D

Non-Qualified Stock Option (right to buy) (4)

$ 58.79

02/24/2014

A

134,759

(5)

02/24/2024

Common Stock

134,759

$ 58.79

134,759

D

Non-Qualified Stock Option (right to buy) (4)

$ 58.79

02/24/2014

A

365,241

(6)

02/24/2024

Common Stock

365,241

$ 58.79

500,000

D

Non-Qualified Stock Option (right to buy) (7)

$ 58.79

02/24/2014

A

182,366

(5)

02/24/2024

Common Stock

182,366

$ 58.79

682,366

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Jain Vivek 951 CALLE AMANECER SAN CLEMENTE, CA 92673	X		Chairman and CEO

Signatures

By: Lynn DeMartini For: Vivek Jain		02/26/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These securities are Restricted Stock Units awarded under the 2014 Inducement Stock Incentive Plan.
(2)	There is neither a purchase price nor an exercise price for the Restricted Stock Units.
(3)	Restricted Stock Units under the 2014 Inducement Stock Incentive Plan vest as one-third of the Units subject to the award on each of the first, second, and third anniversaries of the Vesting Commencement Date of February 13, 2014, with the employee having to be employed by the Company at the time of any vesting. One hundred percent of unvested units shall immediately vest as the result of an involuntary termination of employment.
(4)	These options are awarded under the 2011 Stock Incentive Plan.
(5)	Twenty-five percent of the shares shall vest on each of the first, second,third, and fourth anniversaries of the vesting commencement date of February 13, 2014. Fifty percent of 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 twenty-five percent of the exercise price per share for thirty consecutive trading days. The remaining fifty percent of the vested shares shall become exercisable if, after the date of award and on or before the expiration date, the closing price of the Company's common stock is equal to or more than one-hundred and fifty percent of eh exercise price for 30 consecutive trading days.
(6)	Options vest and are exercisable as to 25% of the underlying grant one year after the vesting commencement date of February 13, 2014 and in equal monthly installments thereafter for three additional years.
(7)	These stock options are awarded under the 2014 Inducement Stock Option Plan.

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