Statement of Changes in Beneficial Ownership (4)
April 15 2020 - 4:30PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
McClenahan Thomas Samuel |
2. Issuer Name and Ticker or Trading Symbol
MASIMO CORP
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MASI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, GEN COUNSEL & CORP SEC |
(Last)
(First)
(Middle)
C/O MASIMO CORPORATION, 52 DISCOVERY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/14/2020 |
(Street)
IRVINE, CA 92618
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/14/2020 | | M | | 3000 | A | $19.72 | 9264 | D | |
Common Stock | 4/14/2020 | | S(1) | | 3000 | D | $191 | 6264 | D | |
Common Stock | 4/14/2020 | | M | | 7000 | A | $28.03 | 13264 | D | |
Common Stock | 4/14/2020 | | S(1) | | 7000 | D | $191.009 (2) | 6264 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Non-Qualified Stock Option (Right to Buy) | $19.72 | 4/14/2020 | | M | | | 3000 | 4/25/2014 (3) | 4/25/2023 | Common Stock | 3000.0 | $19.72 | 0 | D | |
Non-Qualified Stock Option (Right to Buy) | $28.03 | 4/14/2020 | | M | | | 7000 | 2/18/2015 (4) | 2/18/2024 | Common Stock | 7000.0 | $28.03 | 5000 | D | |
Explanation of Responses: |
(1) | The shares covered by this Form 4 were exercised and sold pursuant to a Rule 10b5-1 Sales Plan dated as of August 7, 2019, which is intended to comply with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. |
(2) | The price reported in Column 4 represents the weighted average sale price per share. The actual sale prices ranged from a low of $191.00 per share to a high of $191.1050 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. |
(3) | This option was granted on April, 25 2013 and is exercisable as the option vests. 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. |
(4) | This option was granted on February 18, 2014 and is exercisable as the option vests. 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
McClenahan Thomas Samuel C/O MASIMO CORPORATION 52 DISCOVERY IRVINE, CA 92618 |
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| EVP, GEN COUNSEL & CORP SEC |
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Signatures
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/s/ David J. Van Ramshorst, Attorney-In-Fact | | 4/15/2020 |
**Signature of Reporting Person | Date |
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