SEC Form 4 · accession 0001104659-26-073531

MASIMO CORP · MASI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On June 10, 2026, pursuant to the Agreement and Plan of Merger, dated as of February 16, 2026, by and among Masimo Corporation (the "Issuer"), Danaher Corporation ("Parent") and Mobius Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent.
• F10These RSUs are held directly by Mr. Koffey.
• F2At the effective time of the Merger, each share of the Issuer's common stock, par value $0.001 per share (the "Common Stock") issued and outstanding immediately prior to the effective time (other than certain excluded and dissenting shares) was canceled and converted into the right to receive $180.00 in cash, without interest (the "Per Share Merger Consideration").
• F3This Form 4 is being filed jointly by Politan Capital Management LP, a Delaware limited partnership ("Politan"), Politan Capital Management GP LLC, a Delaware limited liability company ("Politan Management"), Politan Capital Partners GP LLC, a Delaware limited liability company ("Politan GP"), and Quentin Koffey, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Politan and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").
• F4Politan is the investment advisor to certain funds, including Politan Capital Partners LP, a Delaware limited partnership ("Politan LP"), Politan Capital Offshore Partners LP, a Cayman Islands exempted limited partnership ("Politan Offshore"), and Politan Capital Partners Master Fund LP, a Cayman Islands exempted limited partnership ("Politan Master Fund" and, collectively with Politan LP and Politan Offshore, the "Politan Funds").
• F5Politan, as the investment advisor of the Politan Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Politan, Politan Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of the Politan Funds, Politan GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).
• F6By virtue of Mr. Koffey's position as managing partner and chief investment officer of Politan, and as the managing member of Politan Management and Politan GP, Mr. Koffey may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims beneficial ownership of the Subject Securities, except to the extent of any pecuniary interest therein.
• F7Mr. Koffey is a member of the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
• F8On June 10, 2026, at the effective time of the Merger, each of the Issuer's restricted stock units ("RSUs") held by the Issuer's non-employee directors was canceled and converted into the right to receive an amount in cash equal to the Per Share Merger Consideration.
• F9Represents the unvested portion of RSUs granted on April 23, 2026, which award of RSUs was to vest on the earlier of the first anniversary of the grant date or the next annual meeting of stockholders following the date of grant.