MASIMO CORP — Director's Dealing 2016

Nov 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASIMO CORP (MASI)
CIK: 0000937556
Period of Report: 2016-11-25

Reporting Person: KIANI JOE E (Director, CEO and Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-25	Common Stock	S	35028	$62.4608	Disposed	938110	Indirect
2016-11-28	Common Stock	S	7356	$62.1094	Disposed	930754	Indirect
2016-11-29	Common Stock	S	62486	$62.1863	Disposed	868268	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	352919	Indirect
Common Stock	359000	Indirect
Common Stock	2550291	Indirect
Common Stock	10373	Indirect
Common Stock	9000	Indirect
Common Stock	119241	Direct

Footnotes

F1: The shares covered by this Form 4 were sold pursuant to a Rule 10b5-1 Sales Plan dated as of June 17, 2016, which is intended to comply with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended.

F2: The price reported in Column 4 represents the weighted average sale price per share. The actual sale prices ranged from a low of $62.02 per share to a high of $62.61 per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: Shares held in 3 Trusts for which Mr. Kiani is the sole Trustee.

F4: The price reported in Column 4 represents the weighted average sale price per share. The actual sale prices ranged from a low of $62.00 per share to a high of $62.57 per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F5: The price reported in Column 4 represents the weighted average sale price per share. The actual sale prices ranged from a low of $62.00 per share to a high of $62.49 per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F6: Shares held in one trust for which Mr. Kiani is the sole trustee.

F7: Shares held in Masimo Retirement Savings Plan.

F8: Shares held by an immediate family member for which Mr. Kiani exercises voting and investment control.