Pfizer : Amended Statement of Beneficial Ownership

UNITED STATES

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, $0.10 par value per share

(Title of Class of Securities)

44930G107 (CUSIP Number)

Margaret M. Madden, Esq.

Vice President and Corporate Secretary,

Chief Governance Counsel

Pfizer Inc.

235 East 42nd Street New York, New York 10017

[phone]

Copy to :

Skadden, Arps, Slate, Meagher & Flom, LLP

Four Times Square

New York, NY 10036 Attn: Kenneth M. Wolff, Esq.

212-735-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 13, 2018

(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 the 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).

SCHEDULE 13D

CUSIP No. 44930G107

• 1. Names of Reporting Persons Pfizer Inc. ("Pfizer")

  IRS Identification Nos. of above persons (entities only): 13-5315170

• 2. Check the Appropriate Box if a Member of a Group

• (a) ☐

• (b) ☐

• 3. SEC Use Only ........................................................................................

• 4. Source of Funds OO

• 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2 ☐

• 6. Citizenship or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY

• 7. Sole Voting Power 0

• 8. Shared Voting Power 0

• 9. Sole Dispositive Power 0

  OWNED BY EACH REPORTING PERSON WITH

• 10. Shared Dispositive Power 0

• 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0

• 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

• 13. Percent of Class Represented by Amount in Row (11) 0%

• 14. Type of Reporting Person CO

• 1. Names of Reporting Persons C. P. Pharmaceuticals International C.V. (the "Shareholder") IRS Identification Nos. of above persons (entities only): 98-0182045

• 2. Check the Appropriate Box if a Member of a Group

• (a) ☐

• (b) ☐

• 3. SEC Use Only ........................................................................................

• 4. Source of Funds OO

• 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2 ☐

• 6. Citizenship or Place of Organization Netherlands

NUMBER OF SHARES BENEFICIALLY

• 7. Sole Voting Power 0

• 8. Shared Voting Power 0

• 9. Sole Dispositive Power 0

  OWNED BY EACH REPORTING PERSON WITH

• 10. Shared Dispositive Power 0

• 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0

• 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

• 13. Percent of Class Represented by Amount in Row (11) 0%

• 14. Type of Reporting Person PN

• 1. Names of Reporting Persons PFIZER PRODUCTION LLC ("PPL") IRS Identification Nos. of above persons (entities only): 52-2090275

• 2. Check the Appropriate Box if a Member of a Group

• (a) ☐

• (b) ☐

• 3. SEC Use Only ........................................................................................

• 4. Source of Funds OO

• 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2 ☐

• 6. Citizenship or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY

• 7. Sole Voting Power 0

• 8. Shared Voting Power 0

• 9. Sole Dispositive Power 0

  OWNED BY EACH REPORTING PERSON WITH

• 10. Shared Dispositive Power 0

• 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0

• 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

• 13. Percent of Class Represented by Amount in Row (11) 0%

• 14. Type of Reporting Person OO

• 1. Names of Reporting Persons PFIZER MANUFACTURING LLC ("PML" and together with PPL, the "General Partners") IRS Identification Nos. of above persons (entities only): 52-2090292

• 2. Check the Appropriate Box if a Member of a Group

• (a) ☐

• (b) ☐

• 3. SEC Use Only ........................................................................................

• 4. Source of Funds OO

• 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2 ☐

• 6. Citizenship or Place of Organization Delaware

7. Sole Voting Power 0
	NUMBER OF
8. Shared Voting Power 0
SHARES	9. Sole Dispositive Power 0
BENEFICIALLY
OWNED BY EACH REPORTING	10. Shared Dispositive Power 0
PERSON WITH

• 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0

• 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

• 13. Percent of Class Represented by Amount in Row (11) 0%

• 14. Type of Reporting Person OO