Sec Form 13D Filing - Politan Capital Management LP filing for MASIMO CORP (MASI) - 2022-09-27

(Amendment No. 1)*

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

1	NAME OF REPORTING PERSON Politan Capital Partners GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒  (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
Number of shares beneficially owned by each reporting person with		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   4,648,869
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   4,648,869
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,648,869
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.8%*
14		TYPE OF REPORTING PERSON   IA

1	NAME OF REPORTING PERSON Quentin Koffey
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒  (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
Number of shares beneficially owned by each reporting person with		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   4,648,869
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   4,648,869
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,648,869
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.8%*
14		TYPE OF REPORTING PERSON   IN

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”), amends and supplements the Schedule 13D filed on August 16, 2022 (the “Initial 13D” and as amended and supplemented by this Amendment No. 1, the “Schedule 13D”) by the Reporting Persons, relating to the common stock, par value $0.001 per share (the “Common Stock”), of Masimo Corporation, a Delaware corporation (the “Issuer”). Capitalized terms not defined in this Amendment No. 1 shall have the meaning ascribed to them in the Initial 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

Item 1 of the Initial 13D is hereby amended by amending and restating the second paragraph thereof as follows:

On September 23, 2022, Politan Master Fund, which was party to the Physically Settled Swaps, exercised all such Physically Settled Swaps. Following such settlement, the Reporting Persons each beneficially owns an aggregate of 4,648,869 shares of Common Stock. These shares represent approximately 8.8% of the outstanding shares of Common Stock.

ITEM 4.      PURPOSE OF TRANSACTION

general partner of Politan, which is in turn the investment advisor to the Politan Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all the Subject Shares. Politan GP, as the general partner of the Politan Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all the Subject Shares. Mr. Koffey, as the managing partner and chief investment officer of Politan, and as the managing member of Politan Management and Politan GP, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all the Subject Shares.

Item 5(c) of the Initial Schedule 13D is hereby amended and supplemented by adding the following information:

On September 23, 2022, Politan Master Fund exercised the Physically Settled Swaps referencing 4,294,369 shares of Common Stock and, upon such settlement, the counterparties to such Physically Settled Swaps delivered to Politan Master Fund an aggregate of 4,294,369 shares of Common Stock. Politan Master Fund had previously settled the Cash Settled Swaps in full under which it had economic exposure to 197,585 notional shares of Common Stock.

Exhibit 99.3 filed herewith, which is incorporated herein by reference, describes the transactions in the Common Stock that were effected by the Reporting Persons for the benefit of the Politan Funds since the filing of the Initial 13D.

	POLITAN CAPITAL MANAGEMENT GP LLC
	By:	/s/  Quentin Koffey
		Name:  Quentin Koffey
		Title:     Managing Member