SEC Form 4 · accession 0000937556-17-000087
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
Apr 24, 2017
Accepted (ET)
Apr 26, 2017 · 5:22 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 | Apr 24, 2017 | M | 100,000 | $30.79 | A | 219,241 | D | |
| Common Stock | Apr 24, 2017 | S | 100,000 | $99.00 | D | 119,241 | D | |
| Common Stock | Apr 25, 2017 | M | 13,201 | $30.79 | A | 132,442 | D | |
| Common Stock | Apr 25, 2017 | S | 13,201 | $101.00 | D | 119,241 | D | |
| Common Stock | Apr 26, 2017 | M | 40,958 | $30.79 | A | 160,199 | D | |
| Common Stock | Apr 26, 2017 | S | 40,958 | $101.00 | D | 119,241 | D | |
| Common StockF2,F3 | holding | — | — | — | 779,290 | I | By Trust | |
| Common StockF3 | holding | — | — | — | 352,919 | I | By Trust | |
| Common StockF3 | holding | — | — | — | 359,000 | I | By Trust | |
| Common StockF4,F5 | holding | — | — | — | 2,250,291 | I | By Trust | |
| Common StockF6 | holding | — | — | — | 10,373 | I | See Footnote | |
| 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 | $30.79 | Apr 24, 2017 | M | 100,000 | D | Feb 7, 2009 | Feb 7, 2018 | Common Stock | 100,000 | 200,000 | D |
| Non-Qualified Stock Option (Right to Buy)F8 | $30.79 | Apr 25, 2017 | M | 13,201 | D | Feb 7, 2009 | Feb 7, 2018 | Common Stock | 13,201 | 186,799 | D |
| Non-Qualified Stock Option (Right to Buy)F8 | $30.79 | Apr 26, 2017 | M | 40,958 | D | Feb 7, 2009 | Feb 7, 2018 | Common Stock | 40,958 | 145,841 | D |
Explanation of responses
- F1The shares covered by this Form 4 were exercised and sold pursuant to a Rule 10b5-1 Sales Plan dated as of March 8, 2017, which is intended to comply with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended.
- F2Includes 300,000 shares previously reported as held by a trust for which Mr. Kiani is the sole trustee, which are actually held in a trust for which Mr. Kiani is not the sole trustee.
- F3Shares held in three trusts for which Mr. Kiani is not the sole trustee.
- F4Excludes 300,000 shares previously reported as held by a trust for which Mr. Kiani is the sole trustee, which are actually held in a trust for which Mr. Kiani is not the sole trustee.
- F5Shares held in one trust for which Mr. Kiani is the sole trustee.
- F6Shares held in Masimo Retirement Savings Plan.
- F7Shares held by an immediate family member for which Mr. Kiani exercises voting and investment control.
- F8This option was granted on February 7, 2008 and was 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.