TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo May 11, 2023 Quentin Koffey Managing Partner and Chief Investment Officer Politan Capital Management LP 106 West 56th Street, 10th Floor New York, New York 10019 Re: Masimo Corporation DFAN14A filed May 2, 2023 Filed by Politan Capital Management et al. File No. 001-33642 Dear Quentin Koffey: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Defined terms used here have the same meaning as in your proxy statement. DFAN14A filed May 2, 2023 Press Release dated May 2, 2023, page 1 1. Avoid making statements that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. See Rule 14a-9. In future filings, avoid statements like the following without appropriate factual foundation: "[t]he Board has enacted widely criticized and illegal bylaws" (emphasis added). Website (www.AdvanceMasimo.com), page 1 2. Your website asserts that Masimo "refused to comply with its 2015 governance agreement to expand the Board to seven directors." Please revise to provide a factual foundation for this assertion. Quentin Koffey Politan Capital Management LP May 11, 2023 Page 2 3. Refer to comment 1 above. We note your assertion that "Mr. Kiani s illegal employment agreement means Masimo s Board is permanently staggered" (emphasis added). Please revise or advise. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Blake Grady at (202) 551-8573 at Christina Chalk at (202) 551-3263. FirstName LastNameQuentin Koffey Sincerely, Comapany NamePolitan Capital Management LP Division of Corporation Finance May 11, 2023 Page 2 Office of Mergers & Acquisitions FirstName LastName