SEC Form 4 · accession 0000937556-16-000367
MASIMO CORP · MASI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joe E Kiani
Officer — CEO and Chairman of the Board · Director
Period of report
Sep 22, 2016
Accepted (ET)
Sep 26, 2016 · 4:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000937556
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Sep 22, 2016 | M | 39,670 | $15.40 | A | 158,911 | D | |
| Common StockF2 | Sep 22, 2016 | S | 39,670 | $60.2173 | D | 119,241 | D | |
| Common Stock | Sep 23, 2016 | M | 9,814 | $15.40 | A | 129,055 | D | |
| Common StockF3 | Sep 22, 2016 | S | 9,814 | $60.0368 | D | 119,241 | D | |
| Common StockF4 | holding | — | — | — | 10,373 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 2,550,291 | I | By Trust | |
| Common StockF6 | holding | — | — | — | 1,079,290 | I | By Trust | |
| Common StockF6 | holding | — | — | — | 352,919 | I | By Trust | |
| Common StockF6 | holding | — | — | — | 359,000 | I | By Trust | |
| Common StockF7 | holding | — | — | — | 9,000 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (Right to Buy)F8 | $15.40 | Sep 22, 2016 | M | 39,670 | D | May 24, 2008 | May 24, 2017 | Common Stock | 39,670 | 105,395 | D |
| Non-Qualified Stock Option (Right to Buy)F8 | $15.40 | Sep 23, 2016 | M | 9,814 | D | May 24, 2008 | May 24, 2017 | Common Stock | 9,814 | 95,581 | D |
Explanation of responses
- F1The 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.
- F2The 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 $60.50 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.
- F3The 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 $60.27 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
- F4Shares held in Masimo Retirement Savings Plan.
- F5Shares held in one trust for which Mr. Kiani is the sole trustee.
- F6Shares held in three trusts for which Mr. Kiani is not the trustee.
- F7Shares held by an immediate family member for which Mr. Kiani exercises voting and investment control.
- F8This 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.