SEC Form 4 · accession 0000937556-18-000125
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
Aug 2, 2018
Accepted (ET)
Aug 6, 2018 · 5:52 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 | Aug 2, 2018 | M | 29,273 | $23.98 | A | 168,514 | D | |
| Common StockF2 | Aug 2, 2018 | S | 29,273 | $109.0842 | D | 139,241 | D | |
| Common Stock | Aug 6, 2018 | M | 30,801 | $23.98 | A | 170,042 | D | |
| Common StockF3 | Aug 6, 2018 | S | 30,801 | $109.026 | D | 139,241 | D | |
| Common StockF4 | holding | — | — | — | 229,290 | I | By Trust | |
| Common StockF4 | holding | — | — | — | 550,000 | I | By Trust | |
| Common StockF4 | holding | — | — | — | 352,919 | I | By Trust | |
| Common StockF4 | holding | — | — | — | 359,000 | I | By Trust | |
| Common StockF5 | 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 | $23.98 | Aug 2, 2018 | M | 29,273 | D | Jan 11, 2010 | Jan 11, 2019 | Common Stock | 29,273 | 270,727 | D |
| Non-Qualified Stock Option (Right to Buy)F8 | $23.98 | Aug 6, 2018 | M | 30,801 | D | Jan 11, 2010 | Jan 11, 2019 | Common Stock | 30,801 | 239,926 | 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 August 14, 2017, 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 sales price per share. The actual sales prices ranged from a low of $109.00 per share to a high of $109.35 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 sales price per share. The actual sales prices ranged from a low of $109.00 per share to a high of $109.20 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.
- F4Shares held in four trusts for which Mr. Kiani is not the 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 January 11, 2009 and is exercisable as the option vests. 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.