Statement of Changes in Beneficial Ownership (4)

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

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Lamb Scott E	2. Issuer Name and Ticker or Trading Symbol ICU MEDICAL INC/DE [ ICUI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Financial Officer,
(Last)          (First)          (Middle) 951 CALLE AMANECER	3. Date of Earliest Transaction (MM/DD/YYYY) 1/17/2020
(Street) SAN CLEMENTE, CA 92673 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Common Stock	1/17/2020		M		5334	A	$0.0	18643	D
Common Stock	1/17/2020		F		2846	D	$0.0	15797	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)	$0.0 (2)	1/17/2020		M			1778 (3)	1/17/2020 (4)	12/31/2019	Common Stock	5334	$0.0	0	D

Explanation of Responses:
(1)	These Securities are Performance-based Restricted Stock Units (PRSU).
(2)	There is neither a purchase price nor an exercise price for the PRSUs.
(3)	Each PRSU reflects the contingent right to receive a variable number of shares of common stock based on achieving performance goals. At the determination date, based on certification of the achievement of the performance criteria, the reporting person earned 300% of the target award amount.
(4)	These PRSUs were granted on March 27, 2017. The vesting for this performance-based restricted stock unit ("PRSU") award was dependent upon the achievement of a minimum Cumulative Adjusted EBITDA over the Fiscal Years 2017-2019. The reporting person was able to earn PRSUs ranging from 100% to 300% of the target award amount.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Lamb Scott E 951 CALLE AMANECER SAN CLEMENTE, CA 92673			Chief Financial Officer,

Signatures
By: Paula Darbyshire, Attorney-In-Fact For: Scott E. Lamb		1/21/2020
**Signature of Reporting Person		Date