Statement of Changes in Beneficial Ownership (4)
April 09 2020 - 5:32PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
KIANI JOE E |
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)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and Chairman of the Board |
(Last)
(First)
(Middle)
C/O MASIMO CORPORATION, 52 DISCOVERY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/8/2020 |
(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 | 4/8/2020 | | M | | 18024 | A | $20.19 | 177265 | D | |
Common Stock | 4/8/2020 | | S(1) | | 18024 | D | $185.2731 (2) | 159241 | D | |
Common Stock | 4/9/2020 | | M | | 51942 | A | $20.19 | 211183 | D | |
Common Stock | 4/9/2020 | | S(1) | | 51942 | D | $185.5894 (3) | 159241 | D | |
Common Stock | | | | | | | | 47081 | I | By Trust (4) |
Common Stock | | | | | | | | 732209 | I | By Trust (4) |
Common Stock | | | | | | | | 352919 | I | By Trust (4) |
Common Stock | | | | | | | | 359000 | I | By Trust (4) |
Common Stock | | | | | | | | 2250291 | I | By Trust (5) |
Common Stock | | | | | | | | 10368 | I | See Footnote (6) |
Common Stock | | | | | | | | 9000 | I | See Footnote (7) |
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) | $20.19 | 4/8/2020 | | M | | | 18024 | 10/27/2012 (8) | 10/27/2021 | Common Stock | 18024.0 | $20.19 | 175728 | D | |
Non-Qualified Stock Option (Right to Buy) | $20.19 | 4/9/2020 | | M | | | 51942 | 10/27/2012 (8) | 10/27/2021 | Common Stock | 51942.0 | $20.19 | 123786 | 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 February 24, 2020, 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 sales price per share. The actual sales prices ranged from a low of $185.00 per share to a high of $185.82 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) | 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 $187.22 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. |
(4) | Shares held in four trusts for which Mr. Kiani is not the Trustee. |
(5) | Shares held in one trust for which Mr. Kiani is the sole trustee. |
(6) | Shares held in Masimo Retirement Savings Plan. |
(7) | Shares held by an immediate family member for which Mr. Kiani exercises voting and investment control. |
(8) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KIANI JOE E C/O MASIMO CORPORATION 52 DISCOVERY IRVINE, CA 92618 | X |
| CEO and Chairman of the Board |
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Signatures
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/s/ David J. Van Ramshorst, Attorney-In-Fact | | 4/9/2020 |
**Signature of Reporting Person | Date |
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