Ownership Submission
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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(Print or Type Responses)
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)
Secretary, Treasurer,
(Last)
(First)
(Middle)
951 CALLE AMANECER
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2013
(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
Common Stock 02/01/2013   M   1,680 A $ 0 3,744 D  
Common Stock 02/01/2013   F   711 D $ 61.16 3,033 D  

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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
Non-Qualified Stock Option (right to buy) (1) (2) 02/01/2013   M     840 (3) 02/01/2013(4) 02/01/2013 Common Stock 840 (3) $ 0 (2) 1,680 (3) D  

Reporting Owners

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

Signatures

 By: Lynn DeMartini For: Scott E. Lamb   02/04/2013
**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.
(2) There is neither a purchase price nor an exercise price for the Restricted Stock Units.
(3) As disclosed in the Reporting Person's Form 4 for the original grant of the RSUs, the award agreement for the RSU provided that the shares covered by the RSU were subject to increase in the event that the Company's adjusted TSR for 2012 equaled or exceeded certain thresholds. On January 31 2013, the Company's Compensation Committee determined that the Company's adjusted TSR for 2012 equaled or exceed the 75th percentile of the Company's peer companies. As a result, the shares covered by the Reporting Person's RSU increased by 200%. The share amounts reported in Table II for the RSU reflect the unadjusted share amounts, and the share amount reported in Table I reflects the number of shares covered by the RSU that have vested, as adjusted for the increase.
(4) Vesting of any amount earned would be one-third on the anniversary date of the award; one-third of the award two years after grant, and the remaining one-third a year later, with the employee having to be employed by the Company at the time of any vesting.

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