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June 11, 2024
Quentin Koffey
Managing Partner
Politan Capital Management LP
106 West 56th Street, 10th Floor
New York, NY 10019
Re:Politan Capital Management LP
Masimo Corporation
PREC14A filed June 3, 2024 by Politan Capital Management LP 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 in the proxy statement listed above, unless
otherwise indicated.
Preliminary Proxy Statement filed June 3, 2024
General
1.Please revise to provide support for the following statement on page 2: "the Board and
management team undermined attempts to improve the Company’s broken corporate
governance" (emphasis added). To the extent that support for this statement is included
elsewhere in the proxy statement, so indicate in the revised disclosure.
2.We note your disclosure on page 7 that the “Company’s management team discussed a
draft of the 2023 Annual Report with the Board, but following such discussion, a majority
of the independent directors of the Board were unwilling to sign the 2023 Annual Report
until additional information that Board members had repeatedly requested was provided”
(emphasis in original). Please disclose which Board members “repeatedly requested” such
information.

 FirstName LastNameQuentin Koffey
 Comapany NamePolitan Capital Management LP
 June 11, 2024 Page 2
 FirstName LastName
Quentin Koffey
Politan Capital Management LP
June 11, 2024
Page 2
3.We note your disclosure on page 29 that the “Company Proxy Statement states that
brokers will not have discretionary authority to vote on any of the proposals at the 2024
Annual Meeting, including the Ratification of Auditors.” Refer also to similar disclosure
on page 30. However, the Company Proxy Statement discloses on page 124 that “because
the Politan Group has initiated a proxy contest, to the extent that the Politan Group
provides a proxy card or voting instruction form to stockholders who hold their shares in
'street name,' brokers will not have discretionary voting authority to vote on any of the
proposals presented at the Annual Meeting, including the ratification of auditors”
(emphasis added). Please revise or advise.
4.Refer to Schedule II, which states that the schedule includes a table from the Company’s
Proxy Statement. We are unable to locate such table within Schedule II. Please revise or
advise.
Compensation of the Company's Directors, page 21
5.In the description of Mr. Kiani's Employment Agreement on page 22, please note the
areas in which he disagrees with your interpretation of its provisions.  For example, we
note that he has stated he will not accept an invitation to re-join the Board if not elected at
the upcoming annual meeting and therefore believes the payment provisions under his
Employment Agreement would be triggered. Quantify the estimated payments due if Mr.
Kiani is not re-elected to the Board and his interpretation of the Employment Agreement
prevails.
6.See our last comment above. Clarify your intentions with respect to retaining Mr. Kiani as
CEO if both of your nominees are elected.
Proposal Three: Advisory Vote to Approve the Compensation of Named Executive Officers,
page 26
7.Briefly explain why you are recommending a vote "AGAINST" this proposal or refer to
any reasons that appear elsewhere in the proxy statement.
            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.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions