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SEC Comment Letter 0000000000-24-010188 to MASIMO CORP (MASI)

MASIMO CORP
Date: Sept. 9, 2024 · CIK: 0000937556 · Accession: 0000000000-24-010188

Regulatory Compliance Related Party / Governance Financial Reporting

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File numbers found in text: 001-33642

Date
September 9, 2024
Author
Blake Grady
Form
UPLOAD
Company
MASIMO CORP

Letter

September 9, 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 DFAN14A filed September 6, 2024 by Politan Capital Management LP File No. 001-33642 Dear Quentin Koffey: We have reviewed your filing and have the following comment. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. DFAN14A filed September 6, 2024 General 1.We note your statement that “[t]he discovery process revealed multiple texts and calls, as well as communications on encrypted applications like WhatsApp, between Mr. Kiani and the executives at RTW in charge of voting the firm’s Masimo position,” which show Mr. Kiani and his advisors knew about certain matters regarding RTW. Please supplementally provide such communications. 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 or Tina Chalk at 202-551- 3263.

September 9, 2024 Page 2 Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions

Show Raw Text
September 9, 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
DFAN14A filed September 6, 2024 by Politan Capital Management LP
File No. 001-33642
Dear Quentin Koffey:
            We have reviewed your filing and have the following comment.
            Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
DFAN14A filed September 6, 2024
General
1.We note your statement that “[t]he discovery process revealed multiple texts and calls, as
well as communications on encrypted applications like WhatsApp, between Mr. Kiani and
the executives at RTW in charge of voting the firm’s Masimo position,” which show Mr.
Kiani and his advisors knew about certain matters regarding RTW. Please supplementally
provide such communications.
            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 or Tina Chalk at 202-551-
3263.

September 9, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions