SEC Form 4 · accession 0001104659-26-073533
MASIMO CORP · MASI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Quentin Koffey
Other
Period of report
Jun 10, 2026
Accepted (ET)
Jun 12, 2026 · 4:38 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000937556
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Sale Contract (obligation to sell)F1,F2,F3,F4,F5,F6,F7 | — | Jun 10, 2026 | J | 142,681 | D | — | — | Common Stock | 142,681 | 0 | I |
| Forward Sale Contract (obligation to sell)F8,F9,F3,F4,F5,F6,F7 | — | Jun 10, 2026 | J | 130,869 | D | — | — | Common Stock | 130,869 | 0 | I |
Explanation of responses
- F1On June 10, 2026, the March 11 Forward Contract (defined below) terminated in accordance with its terms. On March 11, 2026, Politan Capital Partners Master Fund LP, a Cayman Islands exempted limited partnership ("Politan Master Fund"), entered into a forward sale contract (the "March 11 Forward Contract") with a financial institution (the "Counterparty"). The March 11 Forward Contract obligated Politan Master Fund to deliver 142,681 common shares of MASI on the maturity date, August 12, 2026, subject to customary adjustments. Pursuant to the terms of the March 11 Forward Contract, the maturity date of the March 11 Forward Contract could have been extended one month to September 12, 2026, at the election of Politan Master Fund.
- F2(continued from footnote 1) In exchange for entering into the March 11 Forward Contract, Politan Master Fund received an upfront payment of $24,802,095.85 on or around the trade date, which was based on a trade price of $175.48 per share. As a result of the Merger (defined below), pursuant to the terms of the March 11 Forward Contract, the March 11 Forward Contract terminated and Politan Master Fund paid the Counterparty $25,682,580.00, based on a price of $180.00 per share, as adjusted in accordance with the terms of the March 11 Forward Contract.
- F3In addition to Politan Capital Management LP, a Delaware limited partnership ("Politan"), this Form 4 is being filed jointly by 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 (together with Politan, Politan Management and Politan GP, the "Reporting Persons"), each of whom has the same business address as Politan and may be deemed to have a pecuniary interest in 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 Master Fund (collectively with Politan Offshore and Politan LP, 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) under the Securities Exchange Act of 1934. 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) under the Securities Exchange Act of 1934.
- 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) under the Securities Exchange Act of 1934. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- F7Mr. Koffey was a member of the board of directors of the Issuer of the Subject Securities, 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, the March 12 Forward Contract (defined below) terminated in accordance with its terms. On March 12, 2026, Politan Master Fund, entered into a forward sale contract (the "March 12 Forward Contract") with the Counterparty. The March 12 Forward Contract obligated Politan Master Fund to deliver 130,869 common shares of MASI on the maturity date, August 13, 2026, subject to customary adjustments. Pursuant to the terms of the March 12 Forward Contract, the maturity date of the March 12 Forward Contract could have been extended one month to September 13, 2026, at the election of Politan Master Fund.
- F9(continued from footnote 8) In exchange for entering into the March 12 Forward Contract, Politan Master Fund received an upfront payment of $22,749,606 on or around the trade date, which was based on a trade price of $175.48 per share. As a result of the Merger, pursuant to the terms of the March 12 Forward Contract, the March 12 Forward Contract terminated and Politan Master Fund paid the Counterparty $23,556,420.00, based on a price of $180.00 per share, as adjusted in accordance with the terms of the March 12 Forward Contract.
Remarks
On June 10, 2026, pursuant to the Agreement and Plan of Merger, dated as of February 16, 2026, by and among MASI, Danaher Corporation ("Parent") and Mobius Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the MASI (the "Merger"), with MASI continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger, each common share of MASI 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.