Politan Capital Management Amends Masimo Corp Filing

TL;DR

Politan Capital Management updated their Masimo stake filing. Watch for potential activist moves.

AI Summary

Politan Capital Management LP, through its affiliates, has amended its Schedule 13D filing regarding Masimo Corporation. The filing, dated March 27, 2024, indicates a change in beneficial ownership. Quentin Koffey is listed as a key individual associated with Politan Capital Management LP.

Why It Matters

This amendment signals potential shifts in significant shareholder influence or strategy concerning Masimo Corporation, which could impact its stock performance and corporate governance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede or follow activist investor actions, which can introduce volatility and strategic uncertainty for the target company.

Key Players & Entities

• Politan Capital Management LP (company) — Filing entity
• Masimo Corporation (company) — Subject company
• Quentin Koffey (person) — Key individual associated with filing entity

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $50,000 — e 2024 Nominees are entitled to receive $50,000 from Politan following the mutual execu

Filing Documents

• tm249970d1_sc13da.htm (SC 13D/A) — 72KB
• tm249970d1_ex99-9.htm (EX-99.9) — 63KB
• 0001104659-24-039575.txt ( ) — 137KB

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION

of the Schedule 13D is hereby amended and supplemented with the following information

Item 4 of the Schedule 13D is hereby amended and supplemented with the following information: On March 25, 2024, Politan, in compliance with the Bylaws, submitted to the Issuer its formal notice of intent (the “ 2024 Notice ”) to present a stockholder proposal and nominate candidates for election to the Board, in each case, at the 2024 annual meeting of stockholders of the Issuer (including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof, the “ 2024 Annual Meeting ”). The 2024 Notice stated that at the 2024 Annual Meeting, Politan Capital NY LLC, in its capacity as the “ Record Stockholder ” (as defined in the Bylaws), intends to nominate William Jellison and Darlene Solomon (each a “ 2024 Nominee ” and collectively, the “ 2024 Nominees ”) for election as directors of the Issuer. In the 2024 Notice, the Record Stockholder reserved the right to further nominate, substitute or add additional persons, including in the event that (a) the Issuer purports to increase the number of directorships, (b) the Issuer makes or announces any changes to the Bylaws or takes or announces any other action that purports to have, or if consummated would purport to have, the effect of disqualifying either 2024 Nominee or any additional nominee nominated pursuant to the foregoing, and/or (c) any 2024 Nominee is unable or hereafter becomes unwilling for any reason to serve as a director of the Issuer. The Record Stockholder also submitted to the Issuer a stockholder proposal for consideration at the 2024 Annual Meeting that proposes the repeal of each provision, or amendment to, the Bylaws adopted by the Board without the approval of the stockholders of the Issuer subsequent to April 20, 2023 (the date of the most recent publicly disclosed Bylaws) and up to and including the date of the 2024 Annual Meeting (the “ 2024 Bylaw Proposal ”). The Reporting Persons and

SIGNATURES

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: March 27, 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 9 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 *Previously filed.

View Full Filing

View this SC 13D/A filing on SEC EDGAR