Politan Capital Management Amends Masimo Corp Stake

Ticker: MASI · Form: SC 13D/A · Filed: Aug 30, 2024 · CIK: 937556

Masimo CORP SC 13D/A Filing Summary
FieldDetail
CompanyMasimo CORP (MASI)
Form TypeSC 13D/A
Filed DateAug 30, 2024
Risk Levelmedium
Pages7
Reading Time8 min
Key Dollar Amounts$0.001
Sentimentneutral

Sentiment: neutral

Topics: activist-investor, ownership-filing, amendment

Related Tickers: MASI

TL;DR

Politan Capital Management just updated their 13D filing for Masimo Corp. Big shareholder action.

AI Summary

Politan Capital Management LP, through its affiliates Quentin Koffey and Politan Capital Management GP LLC, has filed an amendment (No. 14) to its Schedule 13D concerning Masimo Corporation. The filing, dated August 30, 2024, indicates a change in beneficial ownership of Masimo Corporation's common stock. Politan Capital Management LP is a significant shareholder in the electromedical apparatus company.

Why It Matters

This filing signifies a potential shift in control or influence over Masimo Corporation by a major shareholder, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or activist campaigns, which can introduce volatility.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this SC 13D/A filing?

This filing is an amendment to a Schedule 13D, indicating a change in the beneficial ownership of Masimo Corporation's common stock by Politan Capital Management LP and its affiliates.

Who is the subject company of this filing?

The subject company is Masimo Corporation.

Who is the entity filing this amendment?

The filing is made by Politan Capital Management LP, along with its group members Politan Capital Management GP LLC and Quentin Koffey.

What is the CUSIP number for Masimo Corporation's common stock?

The CUSIP number for Masimo Corporation's common stock is 574795100.

When was this amendment filed with the SEC?

This amendment was filed on August 30, 2024.

Filing Stats: 2,083 words · 8 min read · ~7 pages · Grade level 13.2 · Accepted 2024-08-30 16:56:53

Key Financial Figures

Filing Documents

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION

of the Schedule 13D is hereby amended

Item 4 of the Schedule 13D is hereby amended and supplemented with the following information: On July 15, 2024, the Issuer filed a complaint in the United States District Court for the Central District of California against the Reporting Persons (Politan, Politan Management, Politan GP, and Quentin Koffey), Politan Capital NY LLC, Politan Intermediate Ltd., Politan Capital Partners Master Fund LP, Politan Capital Partners LP, Politan Capital Offshore Partners LP, Michelle Brennan, Matthew Hall and Aaron Kapito (collectively, the “ Politan Defendants ”) as well as William Jellison and Darlene Solomon. The Issuer subsequently filed an amended version of such complaint on August 26, 2024 against the Politan Defendants (as refiled on August 28, 2024, the “ Amended Complaint ”). The Amended Complaint seeks, among other relief, a declaration that the amended nomination notice for Mr. Jellison and Dr. Solomon did not comply with the Issuer’s Fifth Amended and Restated Bylaws, an injunction preventing Politan from voting any proxies it received by means of issuing misleading proxy statements, and an order invalidating any such proxies. Among other allegations, the Amended Complaint alleges that Politan breached Section 13(d) of the Act by failing to make certain disclosures with respect to Politan’s investment purpose in the Issuer. The Amended Complaint is qualified in its entirety by reference to Exhibit 99.15, which is attached hereto and is incorporated herein by reference. On August 23, 2024, the Issuer filed a Supplemented Memorandum of Points & Authorities in Support of Motion for Preliminary Injunction (the “ Preliminary Injunction Motion ”) in the United States District Court for the Central District of California. The Preliminary Injunction Motion seeks an order from the court enjoining Mr. Koffey and Politan from voting any proxies solicited by them in violation of Section 14(a) of the Act until corrective disclos

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: August 30, 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 8 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* Exhibit 99.10 Demand Letter, dated May 8, 2024* Exhibit 99.11 Politan Letter, dated May 9, 2024* Exhibit 99.12 Politan Letter, dated July 3, 2024* Exhibit 99.13 Politan Letter, dated July 12, 2024* Exhibit 99.14 Politan Letter, dated July 15, 2024* Exhibit 99.15 Issuer’s Amended Complaint,

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