Amendment: SEC Form SC 13D/A filed by Masimo Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Masimo Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
574795100
(CUSIP Number)
Quentin Koffey
Politan Capital Management LP
106 West 56th Street, 10th Floor
New York, New York 10019
646-690-2830
With a copy to:
Richard M. Brand
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
212-504-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 17, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 574795100 | Page 2 |
| 1 |
NAME OF REPORTING PERSON Politan Capital Management LP | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS
OO (See Item 3) | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| Number of shares beneficially owned by each reporting person with |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
4,713,518 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
4,713,518 | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,713,518 | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%* | |
| 14 |
TYPE OF REPORTING PERSON
IA | |
* All percentage calculations set forth herein are based upon the aggregate of 53,182,247 shares of Common Stock outstanding as of June 13, 2024, as reported in the Issuer’s definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2024 (the “Issuer Proxy Statement”).
| CUSIP No. 574795100 | Page 3 |
| 1 |
NAME OF REPORTING PERSON Politan Capital Management GP LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
OO (See Item 3) | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| Number of shares beneficially owned by each reporting person with |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
4,713,518 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
4,713,518 | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,713,518 | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%* | |
| 14 |
TYPE OF REPORTING PERSON
IA | |
* All percentage calculations set forth herein are based upon the aggregate of 53,182,247 shares of Common Stock outstanding as of June 13, 2024, as reported in the Issuer Proxy Statement.
| CUSIP No. 574795100 | Page 4 |
| 1 |
NAME OF REPORTING PERSON Politan Capital Partners GP LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
OO (See Item 3) | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| Number of shares beneficially owned by each reporting person with |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
4,713,518 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
4,713,518 | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,713,518 | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%* | |
| 14 |
TYPE OF REPORTING PERSON
IA | |
* All percentage calculations set forth herein are based upon the aggregate of 53,182,247 shares of Common Stock outstanding as of June 13, 2024, as reported in the Issuer Proxy Statement.
| CUSIP No. 574795100 | Page 5 |
| 1 |
NAME OF REPORTING PERSON Quentin Koffey | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
OO (See Item 3) | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
| Number of shares beneficially owned by each reporting person with |
7 |
SOLE VOTING POWER
1,228 |
| 8 |
SHARED VOTING POWER
4,713,518 | |
| 9 |
SOLE DISPOSITIVE POWER
1,228 | |
| 10 |
SHARED DISPOSITIVE POWER
4,713,518 | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,714,746* | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%** | |
| 14 |
TYPE OF REPORTING PERSON
IN | |
* Includes Mr. Koffey’s 1,228 restricted share units granted to him on June 26, 2023 by virtue of his position as a director on the Board and that vested on June 26, 2024.
** Mr. Koffey’s percentage calculations set forth herein are based upon the aggregate of 53,182,247 shares of Common Stock outstanding as of June 13, 2024, as reported in the Issuer Proxy Statement.
| CUSIP No. 574795100 | Page 6 |
This Amendment No. 13 to Schedule 13D (this “Amendment No. 13”) amends and supplements the Schedule 13D filed on August 16, 2022 (as amended and supplemented through the date of this Amendment No. 13, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the common stock, par value $0.001 per share, of Masimo Corporation, a Delaware corporation (the “Issuer”). Capitalized terms not defined in this Amendment No. 13 shall have the meaning ascribed to them in the Schedule 13D.
The information set forth in response to Item 4 below shall be deemed to be a response to all Items where such information is relevant.
|
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented with the following information:
On July 17, 2024, Politan, a Reporting Person, filed a lawsuit (the “Complaint”) in the Delaware Court of Chancery (the “Court”) against the Issuer and three of its directors (the “Defendants”) seeking to cause the 2024 Annual Meeting of the Issuer to be held as soon as possible, in addition to other relief, including ensuring that the 2024 Annual Meeting cannot be delayed any further.
Both Delaware law and the Issuer’s own Bylaws require the Issuer to hold each annual stockholder meeting within 13 months of the previous years’ meeting. On July 16, 2024, the Issuer announced the postponement of the 2024 Annual Meeting from July 25, 2024 (a date that was itself 13 months after the 2023 annual meeting) to September 19, 2024. This postponement followed closely on the announcements by both of the leading proxy advisors, Institutional Shareholder Services and Glass, Lewis & Co., recommending that the Issuer’s stockholders vote for Politan’s nominees at the 2024 Annual Meeting. The Complaint alleges that the two month delay was unnecessary, as Politan had previously notified the Issuer that concerns with respect to apparent empty voting could be resolved by setting a record date as soon as July 18, 2024 and holding the 2024 Annual Meeting in the first week of August.
The Complaint seeks to protect the stockholder franchise and prevent the manipulation of the corporate machinery to unnecessarily delay the 2024 Annual Meeting and entrench the incumbent directors in office.
The Complaint seeks the following relief: (i) a determination that the director Defendants breached their fiduciary duties by postponing the 2024 Annual Meeting; (ii) an order that the Issuer must set the record date for the 2024 Annual Meeting for as soon as possible; (iii) an order that as a matter of Delaware law the Issuer must hold the 2024 Annual Meeting as soon as possible; (iv) a declaration that the Defendants are estopped from rejecting the nominations of Politan’s nominees to the 2024 Annual Meeting; and (v) an appropriate status quo order to prevent the Defendants from taking any material action with respect to the business of the Issuer before the 2024 Annual Meeting. |
| ITEM 7. | MATERIAL TO BE FILED AS AN EXHIBIT |
| Exhibit 99.1 | Joint Filing Agreement among Politan Capital Management LP, Politan Capital Management GP LLC, Politan Capital Partners GP LLC, and Quentin Koffey* |
| Exhibit 99.2 | Trading Data* |
| Exhibit 99.3 | Trading Data* |
| Exhibit 99.4 | Form of Verified Complaint, filed with the Delaware Court of Chancery on October 21, 2022* |
| Exhibit 99.5 | Form of Second Amended and Supplemented Complaint, filed as an Exhibit to the Motion for Leave to Amend with the Delaware Court of Chancery on March 10, 2023* |
| Exhibit 99.6 | Form of Engagement and Indemnification Agreement entered into by and between Politan Capital Management LP and Michelle Brennan* |
| Exhibit 99.7 | Trading Data* |
| Exhibit 99.8 | Press Release, dated June 26, 2023* |
| Exhibit 99.9 | Form of Engagement and Indemnification Agreement entered into by and between Politan Capital Management LP and each of William Jellison and Darlene Solomon* |
| Exhibit 99.10 | Demand Letter, dated May 8, 2024* |
| Exhibit 99.11 | Politan Letter, dated May 9, 2024* |
| Exhibit 99.12 | Politan Letter, dated July 3, 2024* |
| Exhibit 99.13 | Politan Letter, dated July 12, 2024* |
| Exhibit 99.14 | Politan Letter, dated July 15, 2024* |
*Previously filed.
| CUSIP No. 574795100 | Page 7 |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: July 17, 2024
| POLITAN CAPITAL MANAGEMENT LP | |||
| By: | Politan Capital Management GP LLC, | ||
| its general partner | |||
| By: | /s/ Quentin Koffey | ||
| Name: | Quentin Koffey | ||
| Title: | Managing Member | ||
| POLITAN CAPITAL MANAGEMENT GP LLC | |||
| By: | /s/ Quentin Koffey | ||
| Name: | Quentin Koffey | ||
| Title: | Managing Member | ||
| POLITAN CAPITAL PARTNERS GP LLC | |||
| By: | /s/ Quentin Koffey | ||
| Name: | Quentin Koffey | ||
| Title: | Managing Member | ||
| QUENTIN KOFFEY | |||
| By: | /s/ Quentin Koffey | ||
| Name: | Quentin Koffey | ||
| CUSIP No. 574795100 | Page 8 |
INDEX TO EXHIBITS
|
Exhibit |
Description |
| Exhibit 99.1 | Joint Filing Agreement among Politan Capital Management LP, Politan Capital Management GP LLC, Politan Capital Partners GP LLC, and Quentin Koffey* |
| Exhibit 99.2 | Trading Data* |
| Exhibit 99.3 | Trading Data* |
| Exhibit 99.4 | Form of Verified Complaint, filed with the Delaware Court of Chancery on October 21, 2022* |
| Exhibit 99.5 |
Form of Second Amended and Supplemented Complaint, filed as an Exhibit to the Motion for Leave to Amend with the Delaware Court of Chancery on March 10, 2023*
|
| Exhibit 99.6 | Form of Engagement and Indemnification Agreement entered into by and between Politan Capital Management LP and Michelle Brennan* |
| Exhibit 99.7 | Trading Data* |
| Exhibit 99.8 | Press Release, dated June 26, 2023* |
| Exhibit 99.9 | Form of Engagement and Indemnification Agreement entered into by and between Politan Capital Management LP and each of William Jellison and Darlene Solomon* |
| Exhibit 99.10 | Demand Letter, dated May 8, 2024* |
| Exhibit 99.11 | Politan Letter, dated May 9, 2024* |
| Exhibit 99.12 | Politan Letter, dated July 3, 2024* |
| Exhibit 99.13 | Politan Letter, dated July 12, 2024* |
| Exhibit 99.14 | Politan Letter, dated July 15, 2024* |
*Previously filed.