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May 10, 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
Preliminary Proxy Statement 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. All defined terms have the same meaning as the preliminary proxy statement, unless
otherwise indicated.
Preliminary Proxy Statement filed by Politan Capital Management LP et al.
Introduction , page 2
1.Refer to the following statement in the second to last paragraph on page 2 of the proxy
statement:  "Your vote to elect the Politan Nominees will have the legal effect of replacing
two incumbent directors of the Company."  Revise to clarify that such legal effect will
result only if the Politan Nominees receive sufficient votes to be elected to the Board.
2.Refer to footnote 1 on page 2, in which the Politan Parties undertake to file revised proxy
materials with the SEC once the Company provides certain information in its own proxy
statement.  Revise to undertake to disseminate your supplemental proxy materials in the
same manner as the initial proxy statement.
3.Significant portions of the information required by Schedule 14A have been omitted from

 FirstName LastNameQuentin Koffey
 Comapany NamePolitan Capital Management LP
 May 10, 2023 Page 2
 FirstName LastNameQuentin Koffey
Politan Capital Management LP
May 10, 2023
Page 2
the proxy statement in anticipation of the Company filing its own proxy statement.  This
includes information such as the identity of the Company's nominees and the specific
proposals to be voted on at the annual meeting, along with Politan's voting
recommendations on such matters.  Please revise the preliminary proxy statement to
include such information as it becomes available.
Background of the Solicitation, page 6
4.Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis must exist for such opinion or belief.  Support for any such
opinions or beliefs should be self-evident or disclosed in the soliciting materials.  Please
generally revise the disclosure throughout the proxy statement accordingly. Some
examples of opinions presented as fact that should be recharacterized and/or supported
include the following:

•“[T]he Bylaw Amendments imposed … unprecedented disclosure requirements on
nominating Stockholders that are investment funds…” (page 6)
• “Our nominees will provide … fresh thinking and Stockholder alignment.” (page 14)
•“[T]he Company has taken measures to … prevent meaningful change in the policies
and practices that can put the Company on a path to maximize value for all
Stockholders.” (page 14)
5.We note the following statement on page 13 of the proxy statement:  "The Nomination
and Proposal Notice also included a proposal to approve the repeal of each provision of,
or amendment to, the Company’s Bylaws that the Board adopted without the approval of
Stockholders subsequent to February 5, 2023, which is the date of the most recent publicly
available amendment and restatement of the Bylaws, and up to and including the date of
the 2023 Annual Meeting."  Our understanding from disclosure elsewhere in the proxy
statement is that the proposal is to approve the repeal of bylaw amendments adopted after
April 20, 2023, rather than February 5, 2023.  Please revise or advise.
Reasons for the Solicitation, page 14
6.Revise generally to explain what specific changes your nominees will attempt to institute
at the Company if one or more is elected to the Board.
Proposal One: Election of Directors, page 15
7.Provide dates for all of the positions held by Quentin Koffey listed on page 16 of the
proxy statement.
Voting and Proxy Procedures, page 26
8.Given that shareholders may vote for the nominees of either soliciting party on either
proxy card, revise to explain what you mean by the following statement: “We believe the
best opportunity for both of the Politan Nominees to be elected is by voting on the BLUE

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 Comapany NamePolitan Capital Management LP
 May 10, 2023 Page 3
 FirstName LastNameQuentin Koffey
Politan Capital Management LP
May 10, 2023
Page 3
universal proxy card.”
9.We note the bold-faced disclosure here that if a shareholder marks more than two "FOR"
boxes with respect to nominees for election as director, that shareholder's vote on this
proposal will be invalidated.  Expand to state the treatment of proxies that vote "FOR"
only one nominee.  See Rule 14a-19(e)(7).
10.Explain in the proxy statement what Politan will do with proxies received containing votes
for the Company's nominees or on matters other than the election of directors if
Politan abandons its solicitation.
Votes Required for Approval, page 27
11.We note your disclosure that the approval of proposals three, four and seven “is expected
to require the affirmative vote of the holders of a majority of the shares present or
represented by proxy and voting at the 2023 Annual Meeting,” and the approval
of proposal five “is expected to require the affirmative vote of a plurality of the shares
present or represented by proxy and voting at the 2023 Annual Meeting.”  However,
Section 7(6) of the Bylaws states that “[e]xcept as otherwise provided by law, the
Amended and Restated Certificate of Incorporation of the Corporation, or these Bylaws,
all matters other than the election of directors shall be determined by a majority of the
votes cast affirmatively or negatively.”  Please revise or advise.
Solicitation of Proxies, page 29
12.We note the disclosure here that the terms of engagement with D.F. King provide that
Politan may "in its discretion, agree to pay an additional success fee to D.F. King in an
amount to be determined by Politan."  Please clarify whether the $4,000,000 figure for the
costs of this solicitation included in the last paragraph on page 29 includes this additional
amount that may be paid.  In addition, revise to state the criteria upon which Politan will
make the determination whether to pay such additional amount, and provide a ceiling or a
range for the additional amount that may be paid (if not included in the $4,000,000
figure).  See Item 4 of Schedule 14A.
13.Refer to the last paragraph on page 29.  State the amount of the legal fees and other costs
incurred by the Politan Parties in connection with its litigation with the Company, and for
which it will seek reimbursement from the Company.  Note whether additional legal fees
are being incurred in the litigation.  In addition, we note your reference to the defined term
"Court of Chancery Litigation," but you do not define that term.
Stockholder Nominations and Proxy Access, page 31
14.Refer to the second to last paragraph in this section on page 31.  It is not clear whether the
Company's own advance notice provisions require shareholders to provide all of the
information to be provided in the notice required by Rule 14a-19(b).  Please revise to
disclose the deadline in Rule 14a-19(b)(1) for providing the information specified in Rule

 FirstName LastNameQuentin Koffey
 Comapany NamePolitan Capital Management LP
 May 10, 2023 Page 4
 FirstName LastName
Quentin Koffey
Politan Capital Management LP
May 10, 2023
Page 4
14a-19(b)(2) and (3).
Proxy Card, page 33
15.The proxy card included with the preliminary proxy statement should be clearly identified
as a preliminary version. Refer to Exchange Act Rule 14a-6(e)(1).  Please revise.
            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 Christina Chalk at (202) 551-3263 or Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions