Sec Form 4 Filing - McClenahan Thomas Samuel @ MASIMO CORP - 2019-12-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
McClenahan Thomas Samuel
2. Issuer Name and Ticker or Trading Symbol
MASIMO CORP [ MASI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & General Counsel
(Last) (First) (Middle)
C/O MASIMO CORPORATION, 52 DISCOVERY
3. Date of Earliest Transaction (MM/DD/YY)
12/20/2019
(Street)
IRVINE, CA92618
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 12/20/2019 M 907 A $ 22.4 5,907 D
Common Stock 12/20/2019 S( 1 ) 907 D $ 159.02 ( 2 ) 5,000 D
Common Stock 12/20/2019 M 7,000 A $ 19.72 12,000 D
Common Stock 12/20/2019 S( 1 ) 7,000 D $ 159.03 ( 3 ) 5,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Non-Qualified Stock Option (Right to Buy) $ 22.4 12/20/2019 M 907 07/31/2013( 4 ) 07/31/2022 Common Stock 907 $ 22.4 0 D
Non-Qualified Stock Option (Right to Buy) $ 19.72 12/20/2019 M 7,000 04/25/2014( 5 ) 04/25/2023 Common Stock 7,000 $ 19.72 13,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McClenahan Thomas Samuel
C/O MASIMO CORPORATION
52 DISCOVERY
IRVINE, CA92618
EVP & General Counsel
Signatures
/s/ David J. Van Ramshorst, Attorney-In-Fact 12/20/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares covered by this Form 4 were exercised and sold pursuant to a Rule 10b5-1 Sales Plan dated as of August 7, 2019, which is intended to comply with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended.
( 2 )The price reported in Column 4 represents the weighted average sale price per share. The actual sale prices ranged from a low of $159.00 per share to a high of $159.02 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.
( 3 )The price reported in Column 4 represents the weighted average sale price per share. The actual sale prices ranged from a low of $159.02 per share to a high of $159.04 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.
( 4 )This option was granted on July 31, 2012 and was exercisable as the option vested. 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.
( 5 )This option was granted on April 25, 2013 and was exercisable as the option vested. 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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