| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MASIMO CORP [ MASI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 01/01/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 12/16/2010 | J(1) | 103,390 | D(1) | (1) | 30,000 | D | ||||||||
| Common Stock | 12/13/2010 | J(1) | 58,390 | A | $3.3333 | 133,390 | D | ||||||||
| Common Stock | 12/13/2010 | J(1) | 45,000 | A | $2.75 | 75,000 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Incentive Stock Option | $3.3333 | 12/13/2010 | J(1) | 58,390 | (3) | 04/14/2015 | Common Stock | 58,390 | $0 | 61,610 | D | |||
| Incentive Stock Option | $2.75 | 12/13/2010 | J(1) | 45,000 | (4) | 06/18/2014 | Common Stock | 45,000 | $0 | 45,000 | D | |||
| Non-qulified Stock Option (Right to buy) | $30.79 | 12/13/2010 | J(2) | 7,111 | (5) | 02/07/2018 | Common Stock | 7,111 | $0 | 22,889 | D | |||
| Non-qulified Stock Option (Right to buy) | $23.98 | 12/13/2010 | J(2) | 3,230 | (6) | 01/11/2019 | Common Stock | 3,230 | $0 | 26,770 | D | |||
| Explanation of Responses: |
| 1. Since the date of the reporting person's last ownership report, pursuant to a domestic relations order (the "Domestic Relations Order"), the reporting person exercised stock options to purchase an aggregate of 103,390 shares of Masimo common stock (the "Shares"), at the sole direction, and for the sole benefit, of the reporting person's former spouse. Following exercise, the Shares were transferred to the reporting person's former spouse pursuant to the Domestic Relations Order. These transactions did not result in an acquisition of beneficial ownership by the reporting person. |
| 2. Pursuant to the Domestic Relations Order, the reporting person is further required to transfer stock options to purchase up to an aggregate of 10,341 shares of Masimo common stock to his former spouse upon the vesting of such options (the "Additional Options"). Accordingly, the reporting person disclaims any beneficial ownership of the Additional Options. |
| 3. This option was granted on April 14, 2005 and is fully exercisable. |
| 4. This option was granted on June 18, 2004 and is fully exercisable. |
| 5. This option was granted on February 7, 2008 and is exercisable as the option vests. This option vests over a five year period, with 20% of the shares subject to the option vesting on each anniversary of the grant date. |
| 6. This option was granted on January 11, 2009 and is exercisable as the option vests. This option vests over a five year period, with 20% of the shares subject to the option vesting on each anniversary of the grant date. |
| /s/ Mark P. de Raad, Attorney-In-Fact | 02/14/2011 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||