Masimo (MASI) Form 4 MASIMO / Ramshorst David J Van ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Van Ramshorst David J

(Last) (First) (Middle)

C/O MASIMO CORPORATION

52 DISCOVERY

(Street)

IRVINE CA 92618

(City) (State) (Zip)

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)
SVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock	03/27/2020		M		1,000	A	$85.54	2,000	D
Common Stock	03/27/2020		S(1)		1,000	D	$179	1,000	D
Common Stock	03/27/2020		M		696	A	$86.95	1,696	D
Common Stock	03/27/2020		S(1)		696	D	$181	1,000	D
Common Stock	03/27/2020		M		723	A	$133.5	1,723	D
Common Stock	03/27/2020		S(1)		723	D	$181	1,000	D
Common Stock	03/30/2020		M		1,500	A	$37.84	2,500	D
Common Stock	03/30/2020		S(1)		1,500	D	$183	1,000	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 (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
Non-Qualified Stock Option (Right to Buy)	$85.54	03/27/2020		M			1,000	08/14/2018(2)	08/14/2027	Common Stock	1,000	$85.54	3,000	D
Non-Qualified Stock Option (Right to Buy)	$86.95	03/27/2020		M			696	03/16/2019(3)	03/16/2028	Common Stock	696	$86.95	2,087	D
Non-Qualified Stock Option (Right to Buy)	$133.5	03/27/2020		M			723	03/15/2020(4)	03/15/2029	Common Stock	723	$133.5	2,894	D
Non-Qualified Stock Option (Right to Buy)	$37.84	03/30/2020		M			1,500	02/28/2017(5)	02/28/2026	Common Stock	1,500	$37.84	1,500	D

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 February 24, 2020, which is intended to comply with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended.

2. This option was granted on August 14, 2017 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.

3. This option was granted on March 16, 2018 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.

4. This option was granted on March 15, 2019 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. This option was granted on February 29, 2016 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.

Remarks:

	/s/ Micah Young, Attorney-In-Fact	03/31/2020
	** 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).
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