MASIMO CORP — Director's Dealing 2018

Sep 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASIMO CORP (MASI)
CIK: 0000937556
Period of Report: 2018-08-30

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
2018-08-30	Common Stock	M	106820	$23.98	Acquired	236061	Direct
2018-08-30	Common Stock	S	106820	$118.0541	Disposed	129241	Direct
2018-08-31	Common Stock	M	126927	$23.98	Acquired	256168	Direct
2018-08-31	Common Stock	S	126927	$117.8453	Disposed	129241	Direct
2018-09-04	Common Stock	M	6179	$23.98	Acquired	135420	Direct
2018-09-04	Common Stock	S	6179	$118.2149	Disposed	129241	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-30	Non-Qualified Stock Option (Right to Buy)	$23.98	M	106820	Disposed	2019-01-11	Common Stock (106820.0)	Direct
2018-08-31	Non-Qualified Stock Option (Right to Buy)	$23.98	M	126927	Disposed	2019-01-11	Common Stock (126927.0)	Direct
2018-09-04	Non-Qualified Stock Option (Right to Buy)	$23.98	M	6179	Disposed	2019-01-11	Common Stock (6179.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	229290	Indirect
Common Stock	550000	Indirect
Common Stock	352919	Indirect
Common Stock	359000	Indirect
Common Stock	2250291	Indirect
Common Stock	10373	Indirect
Common Stock	9000	Indirect

Footnotes

F1: The shares covered by this Form 4 were exercised and sold pursuant to a Rule 10b5-1 Sales Plan dated as of August 16, 2018, 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 sales price per share. The actual sales prices ranged from a low of $117.11 per share to a high of $118.67 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 sales price per share. The actual sales prices ranged from a low of $117.36 per share to a high of $118.73 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 sales price per share. The actual sales prices ranged from a low of $117.28 per share to a high of $119.48 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 four trusts for which Mr. Kiani is not the trustee.

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.

F9: This option was granted on January 11, 2009 and is exercisable as the option vests. 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.