SEC Form 4 · accession 0000937556-18-000139
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 14, 2018
Accepted (ET)
Sep 18, 2018 · 4:15 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 14, 2018 | M | 72,928 | $27.25 | A | 202,169 | D | |
| Common StockF2 | Sep 14, 2018 | S | 72,928 | $122.42 | D | 129,241 | D | |
| Common Stock | Sep 14, 2018 | M | 127,072 | $27.25 | A | 256,313 | D | |
| Common StockF3 | Sep 14, 2018 | S | 127,072 | $123.1986 | D | 129,241 | D | |
| Common Stock | Sep 14, 2018 | M | 379 | $27.25 | A | 129,620 | D | |
| Common Stock | Sep 14, 2018 | S | 379 | $124.00 | D | 129,241 | D | |
| Common Stock | Sep 17, 2018 | M | 176 | $27.25 | A | 129,417 | D | |
| Common Stock | Sep 17, 2018 | S | 176 | $124.00 | D | 129,241 | 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 | $27.25 | Sep 14, 2018 | M | 72,928 | D | Feb 11, 2011 | Feb 11, 2020 | Common Stock | 72,928 | 227,072 | D |
| Non-Qualified Stock Option (Right to Buy)F8 | $27.25 | Sep 14, 2018 | M | 127,072 | D | Feb 11, 2011 | Feb 11, 2020 | Common Stock | 127,072 | 100,000 | D |
| Non-Qualified Stock Option (Right to Buy)F8 | $27.25 | Sep 14, 2018 | M | 379 | D | Feb 11, 2011 | Feb 11, 2020 | Common Stock | 379 | 99,621 | D |
| Non-Qualified Stock Option (Right to Buy)F8 | $27.25 | Sep 17, 2018 | M | 176 | D | Feb 11, 2011 | Feb 11, 2020 | Common Stock | 176 | 99,445 | 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 23, 2018, 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 $122.00 per share to a high of $122.99 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 $123.00 per share to a high of $123.60 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 February 11, 2010 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.