SEC Form 4 · accession 0000937556-16-000382
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
Oct 6, 2016
Accepted (ET)
Oct 11, 2016 · 4:18 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 | Oct 6, 2016 | M | 7,209 | $15.40 | A | 126,450 | D | |
| Common StockF2 | Oct 6, 2016 | S | 7,209 | $60.0458 | D | 119,241 | D | |
| Common Stock | Oct 7, 2016 | M | 18,759 | $15.40 | A | 138,000 | D | |
| Common StockF3 | Oct 7, 2016 | S | 18,759 | $60.0264 | D | 119,241 | D | |
| Common Stock | Oct 10, 2016 | M | 58,649 | $15.40 | A | 177,890 | D | |
| Common StockF4 | Oct 10, 2016 | S | 58,649 | $60.3617 | D | 119,241 | D | |
| Common StockF5 | holding | — | — | — | 10,373 | I | See Footnote | |
| Common StockF6 | holding | — | — | — | 2,550,291 | I | By Trust | |
| Common StockF7 | holding | — | — | — | 1,079,290 | I | By Trust | |
| Common StockF7 | holding | — | — | — | 352,919 | I | By Trust | |
| Common StockF7 | holding | — | — | — | 359,000 | I | By Trust | |
| Common StockF8 | 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)F9 | $15.40 | Oct 6, 2016 | M | 7,209 | D | May 24, 2008 | May 24, 2017 | Common Stock | 7,209 | 77,408 | D |
| Non-Qualified Stock Option (Right to Buy)F9 | $15.40 | Oct 7, 2016 | M | 18,759 | D | May 24, 2008 | May 24, 2017 | Common Stock | 18,759 | 58,649 | D |
| Non-Qualified Stock Option (Right to Buy)F9 | $15.40 | Oct 10, 2016 | M | 58,649 | D | May 24, 2008 | May 24, 2017 | Common Stock | 58,649 | 0 | 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 $60.20 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 $60.19 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.
- F4The 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 $60.77 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.
- F5Shares held in Masimo Retirement Savings Plan.
- F6Shares held in one trust for which Mr. Kiani is the sole trustee.
- F7Shares held in three trusts for which Mr. Kiani is not the trustee.
- F8Shares held by an immediate family member for which Mr. Kiani exercises voting and investment control.
- F9This 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.