SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Politan Capital Management LP
(Last) (First) (Middle)
106 WEST 56TH STREET
10TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MASIMO CORP [ MASI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. 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, par value $0.001 per share 06/26/2024 M 1,228 A $0 4,714,746 I See footnotes(1)(2)(3)(4)(5)
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 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: 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
Restricted Stock Units (6) 06/26/2024 M 1,228 (7) 06/25/2033 Common Stock 1,228 $0 1,228 I See footnotes(8)
Restricted Stock Units (6) 09/19/2024 A 1,790 (9) 09/19/2034 Common Stock 1,790 $0 1,790 I See footnotes(8)
1. Name and Address of Reporting Person*
Politan Capital Management LP
(Last) (First) (Middle)
106 WEST 56TH STREET
10TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization
1. Name and Address of Reporting Person*
Politan Capital Management GP LLC
(Last) (First) (Middle)
106 WEST 56TH STREET
10TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization
1. Name and Address of Reporting Person*
Politan Capital Partners GP LLC
(Last) (First) (Middle)
106 WEST 56TH STREET
10TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization
1. Name and Address of Reporting Person*
Koffey Quentin
(Last) (First) (Middle)
106 WEST 56TH STREET
10TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization
Explanation of Responses:
1. In addition to Politan Capital Management LP, a Delaware limited partnership ("Politan"), this Form 4 is being filed jointly by Politan Capital Management GP LLC, a Delaware limited liability company ("Politan Management"), Politan Capital Partners GP LLC, a Delaware limited liability company ("Politan GP"), and Quentin Koffey, a citizen of the United States of America (together with Politan, Politan Management and Politan GP, the "Reporting Persons"), each of whom has the same business address as Politan and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").
2. Politan is the investment advisor to certain funds, including Politan Capital Partners LP, a Delaware limited partnership ("Politan LP"), Politan Capital Offshore Partners LP, a Cayman Islands exempted limited partnership ("Politan Offshore"), and Politan Capital Partners Master Fund LP, a Cayman Islands exempted limited partnership ("Politan Master Fund") (collectively with Politan Offshore and Politan LP, the "Politan Funds").
3. Politan, as the investment advisor of the Politan Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Politan, Politan Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of the Politan Funds, Politan GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934.
4. By virtue of Mr. Koffey's position as managing partner and chief investment officer of Politan, and as the managing member of Politan Management and Politan GP, Mr. Koffey may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
5. Mr. Koffey is a member of the board of directors of the Issuer of the Subject Securities, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
6. Each restricted stock unit ("RSU") represents the contingent right to receive one share of Common Stock of the Issuer upon vesting of the RSU.
7. These RSUs were granted on June 26, 2023 and vested in full on June 26, 2024, the first anniversary of the grant date.
8. These RSUs are held directly by Mr. Koffey.
9. These RSUs were granted on September 19, 2024 and will vest in full on the earlier of the first anniversary of the grant date or the date of the next annual meeting of stockholders following the grant.
Politan Capital Management LP By: Politan Capital Management GP LLC, its General Partner /s/ Quentin Koffey, Managing Member 09/23/2024
Politan Capital Management GP LLC /s/ Quentin Koffey, Managing Member 09/23/2024
Politan Capital Partners GP LLC /s/ Quentin Koffey, Managing Member 09/23/2024
/s/ Quentin Koffey 09/23/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Masimo (NASDAQ:MASI)
Gráfica de Acción Histórica
De Oct 2024 a Oct 2024 Haga Click aquí para más Gráficas Masimo.
Masimo (NASDAQ:MASI)
Gráfica de Acción Histórica
De Oct 2023 a Oct 2024 Haga Click aquí para más Gráficas Masimo.