MASIMO CORP — Director's Dealing 2011

Feb 14, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MASIMO CORP (MASI)
CIK: 0000937556
Period of Report: 2011-01-01

Reporting Person: Fishel Rick (President Americas& WW OEM Bus)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-16	Common Stock	J	103390	—	Disposed	30000	Direct
2010-12-13	Common Stock	J	58390	$3.3333	Acquired	133390	Direct
2010-12-13	Common Stock	J	45000	$2.75	Acquired	75000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-13	Incentive Stock Option	$3.3333	J	58390	Disposed	2015-04-14	Common Stock (58390)	Direct
2010-12-13	Incentive Stock Option	$2.75	J	45000	Disposed	2014-06-18	Common Stock (45000)	Direct
2010-12-13	Non-qulified Stock Option (Right to buy)	$30.79	J	7111	Disposed	2018-02-07	Common Stock (7111)	Direct
2010-12-13	Non-qulified Stock Option (Right to buy)	$23.98	J	3230	Disposed	2019-01-11	Common Stock (3230)	Direct

Footnotes

F1: Since the date of the reporting person's last ownership report, pursuant to a domestic relations order (the "Domestic Relations Order"), the reporting person exercised stock options to purchase an aggregate of 103,390 shares of Masimo common stock (the "Shares"), at the sole direction, and for the sole benefit, of the reporting person's former spouse. Following exercise, the Shares were transferred to the reporting person's former spouse pursuant to the Domestic Relations Order. These transactions did not result in an acquisition of beneficial ownership by the reporting person.

F2: Pursuant to the Domestic Relations Order, the reporting person is further required to transfer stock options to purchase up to an aggregate of 10,341 shares of Masimo common stock to his former spouse upon the vesting of such options (the "Additional Options"). Accordingly, the reporting person disclaims any beneficial ownership of the Additional Options.

F3: This option was granted on April 14, 2005 and is fully exercisable.

F4: This option was granted on June 18, 2004 and is fully exercisable.

F5: This option was granted on February 7, 2008 and is exercisable as the option vests. This option vests over a five year period, with 20% of the shares subject to the option vesting on each anniversary of the grant date.

F6: This option was granted on January 11, 2009 and is exercisable as the option vests. This option vests over a five year period, with 20% of the shares subject to the option vesting on each anniversary of the grant date.