Correspondence 0001104659-24-073489 from Politan Capital Management LP (CIK 0001885245)
Politan Capital Management LP (CIK 0001885245)
Date: June 20, 2024 · CIK: 0001885245 · Accession: 0001104659-24-073489
AI Filing Summary & Sentiment
File numbers found in text: 001-33642
Referenced dates: June 20, 2024
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Masimo Corporation PRRN14A filed June 20, 2024 by Politan Capital Management LP, et al. File No. 001-33642
Re: Politan Capital Management LP
Dear Mr. Grady:
This letter is being submitted on behalf of Politan Capital Management LP and certain of its affiliates and the other persons named as participants in the above referenced materials filed on Schedule PRRN14A on June 20, 2024 (such filing, the “Preliminary Proxy Statement”). This letter responds to the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”) contained in the letter dated June 20, 2024 (the “Comment Letter”) with respect to the Preliminary Proxy Statement.
The responses set forth in this letter are numbered to correspond to the numbered comments in the Comment Letter. For ease of reference, we have also included in each case the text of the applicable comment from the Comment Letter in italicized form below. Capitalized terms that are not otherwise defined have the meanings ascribed to them in the Preliminary Proxy Statement.
Revised Preliminary Proxy Statement filed June 20, 2024
General
1. We note your disclosure on page 27 that "Politan believes that the decision regarding who
should serve as the Company’s chief executive officer is one that the Board should make
following the conclusion of the proxy contest with the information then available to the
Board," and that "the Politan Nominees have made no decisions regarding whether Mr.
Kiani should remain the Company’s chief executive officer following the proxy contest
should they be elected to the Board." However, we understand that Mr. Koffey may
have told Masimo’s independent directors that Mr. Koffey plans to place Mr. Kiani on
administrative leave if Politan is successful in its proxy contest. Please revise accordingly
or advise.
June 20, 2024
In response to the Staff’s comment, we confirm on Politan’s behalf that Politan has no current plans or intentions to place Mr. Kiani on administrative leave and Mr. Koffey does not recall ever making such a statement to the independent directors of the Company.
* * *
We hope that the foregoing has been responsive to the Staff’s comments. Please do not hesitate to contact me at 212-504-5757 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.
Sincerely,
/s/ Richard Brand,
Esq.
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CORRESP 1 filename1.htm June 20, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Blake M. Grady Re: Politan Capital Management LP Masimo Corporation PRRN14A filed June 20, 2024 by Politan Capital Management LP, et al. File No. 001-33642 Dear Mr. Grady: This letter is being submitted on behalf of Politan Capital Management LP and certain of its affiliates and the other persons named as participants in the above referenced materials filed on Schedule PRRN14A on June 20, 2024 (such filing, the “Preliminary Proxy Statement”). This letter responds to the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”) contained in the letter dated June 20, 2024 (the “Comment Letter”) with respect to the Preliminary Proxy Statement. The responses set forth in this letter are numbered to correspond to the numbered comments in the Comment Letter. For ease of reference, we have also included in each case the text of the applicable comment from the Comment Letter in italicized form below. Capitalized terms that are not otherwise defined have the meanings ascribed to them in the Preliminary Proxy Statement. Revised Preliminary Proxy Statement filed June 20, 2024 General 1. We note your disclosure on page 27 that "Politan believes that the decision regarding who should serve as the Company’s chief executive officer is one that the Board should make following the conclusion of the proxy contest with the information then available to the Board," and that "the Politan Nominees have made no decisions regarding whether Mr. Kiani should remain the Company’s chief executive officer following the proxy contest should they be elected to the Board." However, we understand that Mr. Koffey may have told Masimo’s independent directors that Mr. Koffey plans to place Mr. Kiani on administrative leave if Politan is successful in its proxy contest. Please revise accordingly or advise. June 20, 2024 In response to the Staff’s comment, we confirm on Politan’s behalf that Politan has no current plans or intentions to place Mr. Kiani on administrative leave and Mr. Koffey does not recall ever making such a statement to the independent directors of the Company. * * * We hope that the foregoing has been responsive to the Staff’s comments. Please do not hesitate to contact me at 212-504-5757 with any questions or further comments you may have regarding this filing or if you wish to discuss the above. Sincerely, /s/ Richard Brand, Esq. Richard Brand, Esq. cc: Quentin Koffey, Managing Partner and Chief Investment Officer, Politan Capital Management LP Nick Ramphal, Cadwalader, Wickersham & Taft LLP