SEC Form 4 filed by Director by deputization Politan Capital Management Lp
$MASI
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MASIMO CORP [ MASI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/11/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward Sale Contract (obligation to sell) | (1)(2) | 03/11/2026 | J/K(1)(2) | 142,681(1)(2) | (1)(2) | (1)(2) | Common Stock | 142,681 | (1)(2) | 142,681 | I | See footnotes(3)(4)(5)(6)(7) | |||
| Forward Sale Contract (obligation to sell) | (8)(9) | 03/12/2026 | J/K(8)(9) | 130,869(8)(9) | (8)(9) | (8)(9) | Common Stock | 130,869 | (8)(9) | 130,869 | I | See footnotes(3)(4)(5)(6)(7) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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 obligates Politan Master Fund to deliver 142,681 common shares of MASI (the "March 11 Number of Shares") on the maturity date, August 12, 2026, subject to customary adjustments. In exchange, Politan Master Fund will receive an upfront payment of $24,802,095.85 on or around the trade date, which is based on a trade price of $175.48 per share. Politan Master Fund pledged the March 11 Number of Shares under the March 11 Forward Contract to secure its obligations under the transaction, and retained dividend and voting rights in such pledged shares. |
| 2. (continued from footnote 1) In addition, Politan Master Fund may request to increase the March 11 Number of Shares to be delivered by providing the Counterparty with notice (an "Additional Number of Shares Notice") and, if accepted, the details of the updated transaction will be made available by the Counterparty on a notice (an "Adjustment Notice"). The maturity date of the March 11 Forward Contract may be extended one month to September 12, 2026, at the election of Politan Master Fund. Upon maturity, if the March 11 Forward Contract is cash settled the cash settlement price payable by Politan Master Fund will be calculated on the basis of volume weighted average price per share at maturity. Alternatively, if the March 11 Forward Contract is physically settled, Politan Master Fund will deliver the March 11 Number of Shares (together with any additional number of shares listed in any applicable Adjustment Notice) reflecting the total March 11 Number of Shares sold to the Counterparty. |
| 3. In 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"). |
| 4. Politan 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"). |
| 5. Politan, 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. |
| 6. By 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. |
| 7. Mr. Koffey is 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. |
| 8. 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 obligates Politan Master Fund to deliver 130,869 common shares of MASI (the "March 12 Number of Shares") on the maturity date, August 13, 2026, subject to customary adjustments. In exchange, Politan Master Fund will receive an upfront payment of $22,749,606 on or around the trade date, which is based on a trade price of $175.48 per share. Politan Master Fund pledged the March 12 Number of Shares under the March 12 Forward Contract to secure its obligations under the transaction, and retained dividend and voting rights in such pledged shares. |
| 9. (continued from footnote 8) In addition, Politan Master Fund may request to increase the March 12 Number of Shares to be delivered by providing the Counterparty with an Additional Number of Shares Notice, and, if accepted, the details of the updated transaction will be made available by the Counterparty on an Adjustment Notice. The maturity date of the March 12 Forward Contract may be extended one month to September 13, 2026, at the election of Politan Master Fund. Upon maturity, if the March 12 Forward Contract is cash settled the cash settlement price payable by Politan Master Fund will be calculated on the basis of volume weighted average price per share at maturity. Alternatively, if the March 12 Forward Contract is physically settled, Politan Master Fund will deliver the March 12 Number of Shares (together with any additional number of shares listed in any applicable Adjustment Notice) reflecting the total March 12 Number of Shares sold to the Counterparty. |
| Politan Capital Management LP By: Politan Capital Management GP LLC, its General Partner /s/ Quentin Koffey, Managing Member | 03/13/2026 | |
| Politan Capital Management GP LLC /s/ Quentin Koffey, Managing Member | 03/13/2026 | |
| Politan Capital Partners GP LLC /s/ Quentin Koffey, Managing Member | 03/13/2026 | |
| /s/ Quentin Koffey | 03/13/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||