MASIMO CORP — Director's Dealing 2016

Oct 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASIMO CORP (MASI)
CIK: 0000937556
Period of Report: 2016-10-06

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
2016-10-06	Common Stock	M	7209	$15.40	Acquired	126450	Direct
2016-10-06	Common Stock	S	7209	$60.0458	Disposed	119241	Direct
2016-10-07	Common Stock	M	18759	$15.40	Acquired	138000	Direct
2016-10-07	Common Stock	S	18759	$60.0264	Disposed	119241	Direct
2016-10-10	Common Stock	M	58649	$15.40	Acquired	177890	Direct
2016-10-10	Common Stock	S	58649	$60.3617	Disposed	119241	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-06	Non-Qualified Stock Option (Right to Buy)	$15.4	M	7209	Disposed	2017-05-24	Common Stock (7209.0)	Direct
2016-10-07	Non-Qualified Stock Option (Right to Buy)	$15.4	M	18759	Disposed	2017-05-24	Common Stock (18759.0)	Direct
2016-10-10	Non-Qualified Stock Option (Right to Buy)	$15.4	M	58649	Disposed	2017-05-24	Common Stock (58649.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10373	Indirect
Common Stock	2550291	Indirect
Common Stock	1079290	Indirect
Common Stock	352919	Indirect
Common Stock	359000	Indirect
Common Stock	9000	Indirect

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 $60.00 per share to a high of $60.20 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: The price reported in Column 4 represents the weighted average sale price per share. The actual sale prices ranged from a low of $60.00 per share to a high of $60.19 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.

F4: The price reported in Column 4 represents the weighted average sale price per share. The actual sale prices ranged from a low of $60.00 per share to a high of $60.77 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: Shares held in Masimo Retirement Savings Plan.

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

F7: Shares held in three trusts for which Mr. Kiani is not the trustee.

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

F9: This option was granted on May 24, 2007 and is exercisable as the option vested. This option vested over a five year period, with 20% of the shares subject to the option vesting on each anniversary of the grant date.