Sec Form 4 Filing - Young Micah W @ MASIMO CORP - 2024-02-28

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
Young Micah W
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 & Chief Financial Officer
(Last) (First) (Middle)
C/O MASIMO CORPORATION, 52 DISCOVERY
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2024
(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 02/28/2024 A( 1 ) 1,004 A $ 0 10,924 ( 2 ) D
Common Stock 02/28/2024 F( 3 ) 388 D $ 128.7 10,536 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) $ 126.49 03/01/2024 A 11,954 ( 4 ) 03/01/2034 Common Stock 11,954 $ 0 11,954 D
Restricted Stock Units ( 5 ) 03/01/2024 A 30,000 ( 6 ) ( 6 ) Common Stock 30,000 $ 0 30,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Young Micah W
C/O MASIMO CORPORATION
52 DISCOVERY
IRVINE, CA92618
EVP & Chief Financial Officer
Signatures
By: /s/ Micah Young 03/01/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 26, 2021, the Reporting Person was granted performance restricted stock units which vested on February 28, 2024 based on the Issuer's achievement of certain FY2023 pre-established performance objectives.
( 2 )The number of shares reported herein reflects the previously unreported withholding by the Issuer of 7,705 shares of the Issuer's common stock in 2021 and 4,923 shares of the Issuer's common stock in 2022, in each case in order to satisfy certain tax withholding obligations in connection with the issuance of shares upon the vesting of certain restricted stock units.
( 3 )These shares were withheld by the Issuer in order to satisfy certain tax withholding obligations in connection with the issuance of shares upon the vesting of certain performance restricted stock units.
( 4 )This option was granted on March 1, 2024 and is exercisable as the option vests. The option vests over a five year period, with 20% of the shares subject to the option vesting on each anniversary of the grant date.
( 5 )Each restricted stock unit (RSU) represents the contingent right to receive one share of common stock of the Issuer upon vesting of the RSU.
( 6 )On March 1, 2024, the Reporting Person was granted 30,000 restricted stock units, 50% of which will vest on March 1, 2025 and 50% of which will vest on March 1, 2026.

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).

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