Rice Hall James & Associates, LLC, et al. – ‘SC 13G’ on 2/12/04 re: Icu Medical Inc/DE

On:  Thursday, 2/12/04, at 2:23pm ET   ·   Accession #:  1116679-4-213   ·   File #:  5-44397

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Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                      9     29K 

Document Table of Contents

SC 13G
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

 Under the Securities Exchange Act of 1934
(Amendment No. _)*

 ICU Medical, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

COMMON STOCK
--------------------------------------------------------------------------------
 (Title of Class Securities)

 44930G107
------------------------------------
(CUSIP Number)

 December 31, 2003
 -------------------------------------------------------------------------------
 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 
is filed:                                                                       

|X|Rule 13d-1(b)                                                

|_|Rule 13d-1(c)                                                

|_|Rule 13d-1(d)                                                

*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       
disclosure provided in a prior cover page.                                      

The information required in 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).                                                                         

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                                                               Page 2 of 9 Pages
...................................                                             
CUSIP No.  44930G107                                                            
...................................                                             

-------- -----------------------------------------------------------------------
NAME OF REPORTING PERSONS.                                    
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).  
1                                                                               
Rice Hall James & Associates LLC                              

-------- -----------------------------------------------------------------------
     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

2        (A) |_|                                                                

(B) |_|                                                       

-------- -----------------------------------------------------------------------
SEC USE ONLY                                                  

3                                                                               
-------- -----------------------------------------------------------------------

CITIZENSHIP OR PLACE OF ORGANIZATION                          

4        Delaware                                                               

-------- -----------------------------------------------------------------------

SOLE VOTING POWER         
5                                     
594,855                   
                     ----- -----------------------------------------------------

NUMBER OF            SHARED VOTING POWER                            
SHARES        6                                                   
BENEFICIALLY           0                                                
      OWNED BY       ----- -----------------------------------------------------
EACH                                                            
REPORTING             SOLE DISPOSITIVE POWER                          
PERSON WITH      7                                                      
699,030                   
                     ----- -----------------------------------------------------

SHARED DISPOSITIVE POWER  
8                                     
0                         
-------- -----------------------------------------------------------------------

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
9                                                                               
699,030                                                       
-------- -----------------------------------------------------------------------

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10       (SEE INSTRUCTIONS)                                                     

-------- -----------------------------------------------------------------------

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)             
11       5.1%                                                                   
-------- -----------------------------------------------------------------------

TYPE  OF REPORTING PERSON (SEE INSTRUCTIONS)                  
12       IA, OO                                                                 
-------- -----------------------------------------------------------------------

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...................................                                             
CUSIP No.  44930G107                                                            
...................................                                             

-------- -----------------------------------------------------------------------
NAME OF REPORTING PERSONS.                                    
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).  
1                                                                               
RHJ Management Company LLC                                    

-------- -----------------------------------------------------------------------
     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

2        (A) |_|                                                                

(B) |_|                                                       

-------- -----------------------------------------------------------------------
SEC USE ONLY                                                  

3                                                                               
-------- -----------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION                          

4        Delaware                                                               

 ------- -----------------------------------------------------------------------

SOLE VOTING POWER         
5                                     
594,855                   
                     ----- -----------------------------------------------------

NUMBER OF            SHARED VOTING POWER                            
SHARES        6                                                   
BENEFICIALLY           0                                                
      OWNED BY       ----- -----------------------------------------------------
EACH                                                            
REPORTING             SOLE DISPOSITIVE POWER                          
PERSON WITH      7                                                      
699,030                   
                     ----- -----------------------------------------------------

SHARED DISPOSITIVE POWER  
8                                     
0                         
-------- -----------------------------------------------------------------------

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
9                                                                               
699,030                                                       
-------- ----------------- -----------------------------------------------------

       CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
10       INSTRUCTIONS)                                                          

-------- -----------------------------------------------------------------------

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)             
11       5.1%                                                                   
-------- -----------------------------------------------------------------------

TYPE  OF REPORTING PERSON (SEE INSTRUCTIONS)                  
12       CO, OO                                                                 
-------- -----------------------------------------------------------------------

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Item 1.                                                                         

(a)       Name of Issuer                                        

ICU Medical, Inc.                           

(b)       Address of Issuer's Principal Executive Office        

951 Calle Amanecer                          
San Clemente, CA  92673                     

Item 2.                                                                         
(a)       Name of Person Filing                                 

          This statement is being filed by (i) Rice Hall James &
            Associates LLC, a Delaware limited liability company and
                registered investment adviser ("IA") and (ii) RHJ Management
                Company, LLC, a Delaware limited liability company ("RHJMC")
                 (collectively, the "Reporting Persons"). RHJMC controls IA by
        virtue of its position as the majority member of IA.

                IA's beneficial ownership of the Common Stock is direct as a
                 result of IA's discretionary authority to buy, sell, and vote
           shares of such Common Stock for its investment advisory
            clients. RHJMC's beneficial ownership of Common Stock is
             indirect as a result of its control of IA. The beneficial
                ownership of RHJMC is reported solely because Rules 13d-1(a)
                  and (b) under the Securities Exchange Act of 1934, as amended,
          require any person who is "directly or indirectly" the
            beneficial owner of more than five percent of any equity
               security of a specified class to file a Schedule 13G within
                the specified time period. The answers in blocks 5, 7, 9 and
                 11 above and in responses to item 4 by RHJMC are given on the
               basis of the "indirect" beneficial ownership referred to in
                 such Rule, based on the direct beneficial ownership of Common
               Stock by IA and the relationship of RHJMC to IA referred to
above.                                      

              Information with respect to each Reporting Person is given
               solely by the respective Reporting Person, and no Reporting
                Person undertakes hereby any responsibility for the accuracy
            or completeness of such information concerning any other
Reporting Person.                           

     (b)       Address of Principal Business Office or, if none, Residence

               IA's and RHJMC's Principal Business Offices are located at:

600 West Broadway, Suite 1000               
San Diego, CA 92101                         

(c)       Citizenship                                           

IA is a Delaware limited liability company. 
  RJHMC is a Delaware limited liability company.

(d)       Title of Class of Securities                          

Common Stock                                

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(e)       CUSIP Number                                          

44930G107                                   

Item 3     If this statement is filed pursuant to Sections 240.13d(b) or        
240.13d-2(b) or (c), check whether the person filing is a:

       (a)    |_|  Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).                    

 (b)    |_|  Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c)                         

   (c)    |_|  Insurance Company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).            

    (d)    |_|  Investment company registered under section 8 of the
             Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)    |X|  An investment adviser in accordance with Section
240.13D-1(b)(1)(ii)(E);             

(f)    |_|  An employee benefit plan or endowment fund in   
           accordance with Section 240.13d-1(b)(1)(ii)(F);

(g)    |X|  A parent holding company or control person in   
           accordance with Section 240.13d-1(b)(1)(ii)(G);

    (h)    |_|  A savings associations as defined in Section 3(b) of
              the Federal Deposit Insurance Act (12 U.S.C. 1813)

     (i)    |_|  A church plan that is excluded from the definition of
                an investment company under section 3(c)(114) of the
             Investment Company Act of 1940 (15 U.S.C. 80a-3);

         (j)    |_|  Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

Item 4.    Ownership                                                            

                                                                [Download Table]

Common Stock:                                                                    

                                                                                 
(a)    Amount Beneficially Owned:                                         699,030
                                                                          -------
(b)    Percent of Class:                                                  5.1%   
                                                                          ----   
(c)    Number of shares as to which the joint filers have:                       

       (i)   sole power to vote or to direct the vote:                    594,855
                                                                          -------
       (ii)  shared power to vote of to direct the vote:                  0      
                                                                          -      
       (iii) sole power to dispose or to direct the disposition of:       699,030
                                                                          -------
       (iv)  shared power to dispose of or to direct the disposition of:  0      
                                                                          -      

Item 5.    Ownership of Five Percent or Less of a Class                         

        If this statement is being filed to report the fact that as of the
      date hereof the reporting person has ceased to be the beneficial
           owner of more than five percent of the class of securities, check the
following |_|.                                            

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Item 6.    Ownership of More than Five Percent on Behalf of Another Person      

        IA, a registered investment adviser, has the right or the power to
          direct the receipt of dividends from Common Stock, and to direct the
          receipt of proceeds from the sale of Common Stock to IA's investment
       advisory clients. No single investment advisory client of IA owns
more than 5% of the Common Stock.                         

Item 7.    Identification and Classification of the Subsidiary Which Acquired   
  the Security Being Reported on By the Parent Holding Company

         RHJMC is a parent holding company for purposes of the Schedule 13G.
         IA is RHJMC's direct subsidiary, and IA acquired the security being
      reported on by RHJMC. IA is a registered investment adviser. See
Exhibit B.                                                

Item 8     Identification and Classification of Members of the Group            

Not applicable.                                           

Item 9     Notice of Dissolution of Group                                       

Not applicable.                                           

Item 10.   Certification                                                        

           (a) The following certification shall be included if the statement is
filed pursuant to 240.13d-l (b):                  

      By signing below I certify that, to the best of my knowledge and
         belief, the securities referred to above were acquired and are held
          in the ordinary course of business and were not acquired and are not
           held for the purpose of or with the effect of changing or influencing
           the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.                

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 SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify  
that the information set forth in this statement is true, complete and correct. 

Date:  February 11, 2004                                                        

                        RICE HALL JAMES & ASSOCIATES LLC

                    By:     /s/ Patricia Urbonya
                           ---------------------------
                   Patricia A. Urbonya
                       Chief Operating Officer

                   RHJ MANAGEMENT COMPANY, LLC

                  By:     /s/ Kevin Hamilton
                           ---------------------------
                 Kevin T. Hamilton
       Manager

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 EXHIBIT A
 ---------

 Identification and Classification of Members of the Group
 ---------------------------------------------------------

Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and  
Exchange Act of 1934, the members of the group making this joint filing are     
identified and classified as follows:                                           

               Name                                     Classification
               ----                                     --------------
           Not applicable.                               Not applicable.

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 EXHIBIT B
 ---------

 Joint Filing Agreement Pursuant to Rule 13d-1
 ---------------------------------------------

This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1)    
under the Securities and Exchange Act of 1934 (the "Act") by and among the      
parties listed below, each referred to herein as a "Joint Filer." The Joint     
Filers agree that a statement of beneficial ownership as required by Sections   
13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their
behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint     
filing may thereafter be amended by further joint filings. The Joint Filers     
state that they each satisfy the requirements for making a joint filing under   
Rule 13d-1.                                                                     

Date:  February 11, 2004                                                        

                        RICE HALL JAMES & ASSOCIATES LLC

                    By:     /s/ Patricia Urbonya
                           ---------------------------
                   Patricia A. Urbonya
                       Chief Operating Officer

                   RHJ MANAGEMENT COMPANY, LLC

                  By:     /s/ Kevin Hamilton
                           ---------------------------
                 Kevin T. Hamilton
       Manager

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13G’ Filing		Date		First		Last			Other Filings
		12/31/05		1					10-K,  13F-HR
Filed on:		2/12/04							13F-HR
		2/11/04		7		9
		12/31/03		1					10-K,  10-K/A,  13F-HR
									List all Filings