MASIMO CORP — Director's Dealing 2020

Mar 12, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASIMO CORP (MASI)
CIK: 0000937556
Period of Report: 2020-03-10

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
2020-03-10	Common Stock	M	50569	$30.06	Acquired	209810	Direct
2020-03-10	Common Stock	S	50569	$181.0903	Disposed	159241	Direct
2020-03-11	Common Stock	M	109087	$30.06	Acquired	268328	Direct
2020-03-11	Common Stock	S	109087	$181.7779	Disposed	159241	Direct
2020-03-11	Common Stock	M	8276	$20.19	Acquired	167517	Direct
2020-03-11	Common Stock	S	8276	$185.1019	Disposed	159241	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-10	Non-Qualified Stock Option (Right to Buy)	$30.06	M	50569	Disposed	2021-02-22	Common Stock (50569.0)	Direct
2020-03-11	Non-Qualified Stock Option (Right to Buy)	$30.06	M	109087	Disposed	2021-02-22	Common Stock (109087.0)	Direct
2020-03-11	Non-Qualified Stock Option (Right to Buy)	$20.19	M	8276	Disposed	2021-10-27	Common Stock (8276.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	47081	Indirect
Common Stock	732209	Indirect
Common Stock	352919	Indirect
Common Stock	359000	Indirect
Common Stock	2250291	Indirect
Common Stock	10368	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 February 24, 2020, 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 $180.00 per share to a high of $182.43 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 $180.00 per share to a high of $185.17 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 $185.00 per share to a high of $185.43 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 February 22, 2011 and was exercisable as the option vested. The option vested over a five year period, with 20% of the shares subject to the option vesting on each anniversary of the grant date.

F10: This option was granted on October 27, 2011 and was exercisable as the option vested. The option vested over a five year period, with 20% of the shares subject to the option vesting on each anniversary of the grant date.