SecProbe.io

November 19, 2025
Micah Young
Executive Vice President, Chief Financial Officer
MASIMO CORP
52 Discovery
Irvine, CA 92618
Re:MASIMO CORP
Item 2.02 Form 8-K filed February 25, 2015
Response dated August 6, 2025
File No. 001-33642
Dear Micah Young:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
 1
 filename1.htm

 November 13, 2025

 VIA
EDGAR SUBMISSION

 Jeanne Baker and Terrence O'Brien

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Masimo Corporation
Item 2.02 Form 8-K filed February 25, 2025
Response dated August 6, 2025
File No. 001-33642

 Dear Ms. Baker and Mr. O'Brien:

 On behalf of our client Masimo Corporation (the " Company "
or " Masimo "), a Delaware corporation, we thank you for the letter, dated August 28, 2025, from the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission "), with respect to the correspondence captioned above. The
Staff's comment is repeated below in bold, followed by the Company's response.

 1. We have reviewed your supplemental information letter. We continue to believe that the expenses associated with your consumer products
inventory write-downs represent costs that are normal operating costs of your business. Please revise future filings to not include these
adjustments to your non-GAAP performance measures. See Question 100.01 of the SEC's Non-GAAP Financial Measures Compliance and Disclosure
Interpretations ("CD&I").

 The Company respectfully acknowledges the Staff's comment and,
although the Company believes that its consumer products inventory write-down adjustments were appropriate and complied with Question
100.01 of the SEC's Non-GAAP Financial Measures CD&I, the Company confirms that it has presented its non-GAAP performance measures
for periods beginning with the quarter ended September 27, 2025 without such inventory write-down adjustments. In addition, prior period
presentations have been conformed to the current presentation (i.e., without such inventory write down adjustment). The following excerpt
of the non-GAAP reconciliation tables from the Company's most recent Form 8-K filed with the Commission on November 4, 2025, reflects
this new presentation, and the related footnote indicates the nature of the prior adjustments and states that such adjustments are no
longer being made to the Company's non-GAAP measures.

 * * *

 We thank the Staff for the time and attention it has dedicated to this
matter. If you have any questions, please call me at (212) 763-1818.

 Very truly yours,

 /s/ Richard Brand

 Richard Brand

 cc: Micah Young, Chief Financial Officer

 Masimo Corporation

August 28, 2025
Micah Young
Executive Vice President, Chief Financial Officer
MASIMO CORP
52 Discovery
Irvine, CA 92618
Re:MASIMO CORP
Item 2.02 Form 8-K filed February 25, 2015
Response dated August 6, 2025
File No. 001-33642
Dear Micah Young:
            We have reviewed your August 6, 2025 response to our comments and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to our July 24, 2025 oral
comments.
Item 2.02 Form 8-K Filed February 25, 2025
Exhibit 99.1, page 1
1.We have reviewed your supplemental information letter. We continue to believe that
the expenses associated with your consumer products inventory write-downs represent
costs that are normal operating costs of your business. Please revise future filings to
not include these adjustments to your non-GAAP performance measures. See
Question 100.01 of the SEC's Non-GAAP Financial Measures Compliance and
Disclosure Interpretations.
            Please contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.

August 28, 2025
Page 2
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
 1
 filename1.htm

 Masimo Corporation

 52 Discovery

 Irvine, CA 92618

 August 6, 2025

 VIA EDGAR SUBMISSION

 Jeanne Baker and Terrence O'Brien
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Re:
 Masimo Corporation
Item 2.02 Form 8-K filed February 25, 2025
Response dated June 25, 2025
File No. 001-33642

 Dear Ms. Baker and Mr. O'Brien:

 On behalf of Masimo Corporation (the " Company "
or " Masimo "), a Delaware corporation, we submit to the staff (the " Staff ") of the Securities and
Exchange Commission (the " Commission ") this supplemental information letter in response to the questions posed by the
Staff on a phone call with our counsel, White & Case, LLP, on July 17, 2025, with respect to the Company's Form 8-K
filed on February 25, 2025 and the Company's response letter dated June 25, 2025.

 The Staff's questions are repeated below in bold,
followed by the Company's responses.

 1. We would like to know how the Company's operations
have truly changed as a result of the Strategic Realignment Initiative ("SRI"), i.e., what the Company looks like now vs.
before the SRI, what have been the follow-on effects of the SRI.

 Prior to the SRI, the Company expanded into the consumer
healthcare market, acquired Sound United, increased the size of the research and development organization to focus on consumer applications,
lost organizational focus, stalled growth, and experienced margin deterioration. This led to investor dissatisfaction and a 2-year proxy
contest.

 As a result of the SRI, the Company changed as follows:

 · Refocused on market leading innovation in the professional healthcare market

 · Achieved high-single digit revenue growth

 · Realized margin expansion

 To date, the follow-on effects of the SRI are
as follows:

 · Continued revenue growth

 · Further margin expansion

 · Improved cash flow

 Refer to Appendix 1 for the evolution of Masimo which summarizes
the before and after SRI.

 2. We are interested in issues regarding inventory, i.e.,
the general risk of loss associated with inventory and whether/how the SRI inventory write-downs differ or fit within that general risk
of loss from inventory. How does the Company view the risk of loss from SRI inventory write-downs? Is it unique?

 The Company generally determines inventory valuation adjustments
based on an evaluation of the expected future use of its inventory on an item by item basis and applies historical obsolescence rates
to estimate the loss on inventory expected to have a recovery value below cost. In the ordinary course of business, there are products
that typically become obsolete, generally from the cannibalization of new products introduced into our core healthcare market. The SRI
event does not fit this general risk of loss from inventory. Rather, the reconstituted Board and leadership altered the strategic direction
of the Company, and this sudden decision ceased the pursuit of the consumer health market in totality. The Company's typical risk
of loss on inventory occurs as individual component parts become obsolete whereas in the case of the SRI decision, the inventory write-down
was necessary due to the sudden decision to immediately cease all consumer health activities, including all of the related production,
manufacturing, research and development, sales and marketing. Other than the SRI, the Company has never undertaken a strategic shift in
its core business, and the Company believes that the risk of loss from inventory write-downs due to the SRI is unique in the Company's
35-year history.

 3. We are interested in learning about any unique facts
with respect to non GAAP measure adjustments for inventory write-downs. Are there any unique facts here?

 The additional unique facts relate to the background and
context of the SRI as follows:

 · Until September 2024, the Company had been led by only one CEO, a Company founder, for its entire existence. In addition, over
70% of the current members of the Board were appointed since September 2024. This extraordinary turnover in the Company's senior
leadership, and the new strategic direction swiftly undertaken by this new leadership, resulted in the unprecedented implementation of
the Strategic Realignment Initiative and triggered the SRI inventory write-down.

 · The Company's prior leadership was pursuing the direct-to-consumer home health and wellness market, and other at home monitoring
(e.g. baby monitor and a consumer smart watch), referred to as the Consumer Health business, which was outside of the Company's
Professional Healthcare business. Furthermore, the prior leadership acquired a large consumer audio business (Non-Healthcare business)
in 2022 to leverage its sales and marketing organization and distribution channels for this pursuit into the home health and wellness
market.

 · At the Annual Meeting of Stockholders held on September 19, 2024, stockholders elected William Jellison and Darlene Solomon to
the Board. On this same day, Joe Kiani, the Company's Founder, Chairman and Chief Executive Officer, delivered notice to the Board
of his decision to resign from his position as CEO.

 · As a result of the Company's executive leadership and Board transitions, the CEO and five of the seven current members of the
Board were appointed since September 2024. Under the newly reconstituted Board and management, the Company identified the need for
a Strategic Realignment Initiative aimed at refocusing the organization and determining its overall broad path forward.

 · The decision from the Strategic Realignment Initiative to no longer pursue the Consumer Health business, as well as to continue to
evaluate the best form of separation for the Non-Healthcare business, led to the transformative change in exclusively refocusing the organization
on the Professional Healthcare business of Masimo. The strategic decision by the Company's new leadership to refocus the Company's
efforts on the Professional Healthcare business exclusively, was the overarching consideration that led the Company to determine that
the inventory write-downs largely from consumer products were not part of normal operating costs. Absent the decision by the newly reconstituted
Board and management to make these transformative strategic changes, these write-downs would not have been incurred in Q4.

 · Specifically, the Strategic Realignment Initiative resulted in all consumer health products being discontinued. In addition, because
technical expertise in research and development, quality, regulatory, selling, marketing and distribution are quite different in the direct-to-consumer
market from the hospital and professional healthcare settings, all of these areas of the Company's business were completely discontinued
by the SRI. Furthermore, the Consumer Health business is outside of Masimo's historical core competencies. Although the audio business
acquisition was intended to address this gap, the acquisition did not, to the extent anticipated, lead to the successful use of the audio
business's sales and marketing organization and distribution channels to accelerate the sales of the Company's home health
and wellness products.

 · The rapid changes in the Company's senior leadership and board composition over a short period of time, and the resulting significant
change in the Company's strategic direction, have never previously occurred in the 35-year history of the Company. The Company
believes that the SRI inventory adjustment is not a normal, recurring part of its operations, but rather, reflects a unique strategic
shift in the Company's business

 ###

 The Company appreciates the opportunity to provide this additional
information to the Staff, and confirms that it has reviewed CDI 100.01 and the Commission's other public statements on this issue.

 Very truly yours,

 /s/ Micah Young

 Micah Young

 Executive Vice President,
 Chief Financial Officer

 cc:
 Richard Brand, White & Case
 LLP

 Erica Hogan, White &
 Case LLP

 APPENDIX 1 – THE STRATEGIC REALIGNMENT
INITIATIVE IMPACT

 Source: January 16, 2025 J.P. Morgan Healthcare
Conference – Masimo Presentation

0001104659-25-062628.txt : 20260312
 0001104659-25-062628.hdr.sgml : 20260312
 20250625171040

ACCESSION NUMBER: 0001104659-25-062628
CONFORMED SUBMISSION TYPE: CORRESP
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20250625

FILER:

 COMPANY DATA:
 COMPANY CONFORMED NAME: MASIMO CORP
 CENTRAL INDEX KEY: 0000937556
 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
 ORGANIZATION NAME: 08 Industrial Applications and Services
 EIN: 330368882
 STATE OF INCORPORATION: DE
 FISCAL YEAR END: 0103

 FILING VALUES:
 FORM TYPE: CORRESP

 BUSINESS ADDRESS:
 STREET 1: 52 DISCOVERY
 CITY: IRVINE
 STATE: CA
 ZIP: 92618
 BUSINESS PHONE: 949-297-7000

 MAIL ADDRESS:
 STREET 1: 52 DISCOVERY
 CITY: IRVINE
 STATE: CA
 ZIP: 92618

 CORRESP
 1
 filename1.htm

 June 25, 2025

 VIA EDGAR SUBMISSION

 Jeanne Baker and Terrence O'Brien
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Re:

 Masimo Corporation
 Item 2.02 Form 8-K filed February 25, 2025
 Response dated May 8, 2025
 File No. 001-33642

 Dear Ms. Baker and Mr. O'Brien:

 On behalf of Masimo Corporation (the " Company "
or " Masimo "), a Delaware corporation, we submit to the staff (the " Staff ") of the Securities and
Exchange Commission (the " Commission ") this letter setting forth the Company's response to the comment contained
in the Staff's letter dated May 29, 2025 on the Company's Form 8-K filed on February 25, 2025 and the Company's
response letter dated May 8, 2025.

 The Staff's comment is repeated below in
bold, followed by the Company's response to the comment.

 Item 2.02 Form 8-K Filed February 25, 2025

 Exhibit 99.1, page 1

 1. We note your response to prior comment
2. Please more fully explain the transformative change in your business such that inventory write-downs associated with the
Strategic Realignment Initiative were not part of your normal operating costs of your business. Ensure your response addresses the
following:

 •                Describe
the underlying changes in your product portfolio that were driven by the Strategic Realignment Initiative. Ensure you provide
insight into the nature of the products that were discontinued, your reasons for discontinuing those products and how the
discontinuation of those products resulted in a transformative change in your business.

 The Company respectfully advises the Staff that before the Strategic
Realignment Initiative, the Company's prior leadership was pursuing the direct-to-consumer home health and wellness market utilizing
technologies such as neuromodulation therapies, home therapies, opioid overdose monitoring, and other at home monitoring (e.g. baby monitor
and a consumer smart watch). Furthermore, the Company's prior leadership acquired a large consumer audio business in 2022 to leverage
its sales and marketing organization and distribution channels for the sale of home health and wellness products.

 Pursuant to the Strategic Realignment Initiative, our newly constituted
Board of Directors (the "Board") discontinued the pursuit of the home health and wellness market, and the products related
to that market (including ancillary home therapies), in order to exclusively focus on the professional healthcare market, where customers
are end-user hospitals, emergency medical response organizations, distributors and original equipment manufacturers. In this context,
this shift in the Company's targeted markets and cessation of products relating to its discontinued markets represented a transformative
change in the Company's business and was part of a larger initiative to end research and development, marketing and distribution
efforts and all other technologies and investments relating to the home health and wellness market. The newly constituted Board also decided
to sell the consumer audio business.

 •                We
note that you were focused on allocating resources to areas that would drive the greatest return. Specifically, on November 5,
2024, management discussed the decision to discontinue products including Opioid Halo, Bridge and Bilirubin, among others.
Management also indicated that direct-to-consumer products were being deemphasized and discontinued. Explain why a decision to
discontinue selling products that did not drive returns would be outside normal business operations.

 The November 5 decision was broader than simply discontinuing
individual products that did not drive returns. Instead, as described in our response above, the newly constituted Board's decision
was to discontinue the overarching pursuit of the home health and wellness market, which was outside of the Company's legacy professional
healthcare business. All of the technologies, products and investments for this specific market were discontinued as of a result of this
decision, and the Company determined to focus exclusively on the professional healthcare market. In addition to the contrasting end-customer
differences between the home health and wellness market, and the professional healthcare market, there are stark distinctions between
these two markets related to research and development, quality, regulatory, selling, marketing and distribution. This decision by the
newly constituted Board to end the Company's pursuit of the home health and wellness market represented a transformative change
in the Company's business which was outside of normal business operations.

 •                 We
note from your November 5, 2024, earnings call that you were discontinuing feasibility studies on noninvasive monitoring of cancer,
bilirubin and diabetes and had not made the progress you expected in order to bring those products to market. Explain how the discontinuation
of these products was not a normal business process.

 The discontinuation of these products and the related feasibility studies
was part of the initiative, described in our responses above, to end our pursuit of the home health and wellness market and focus exclusively
on the professional healthcare market. As part of this initiative, we not only discontinued home health-related products, but we also
ended research and development (including the feasibility studies referenced by the Staff), marketing and distribution efforts and all
other technologies and investments relating to the home health and wellness market. As noted above, there are significant differences
between the home and professional healthcare markets, not only in customers, but also in research and development, quality, regulatory,
selling, marketing and distribution. This shift in the Company's targeted markets represented a transformative change in the Company's
business and was outside of the Company's normal business operations.

 •                Quantify
for us the revenues recognized in fiscal years 2024 and 2023 that were generated by the inventory items written down and/or discontinued.

 2024 and 2023 revenues recognized that were generated by inventory
items phased out and/or no longer supported in connection with the Strategic Realignment Initiative were $1.8 million and $6.5 million,
respectively.

 Very truly yours,

 /s/ Micah Young

 Micah Young

 Executive Vice President, Chief Financial Officer

 Cc: Richard Brand, White & Case LLP

 Erica Hogan, White & Case LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 29, 2025

Micah Young
Executive Vice President, Chief Financial Officer
MASIMO CORP
52 Discovery
Irvine, CA 92618

 Re: MASIMO CORP
 Item 2.02 Form 8-K filed February 25, 2015
 Response dated May 8, 2025
 File No. 001-33642
Dear Micah Young:

 We have reviewed your May 8, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our April 24,
2025 letter.

Item 2.02 Form 8-K filed January 25, 2025
Exhibit 991, page 1

1. We note your response to prior comment 2. Please more fully explain the
 transformative change in your business such that inventory write-downs
associated
 with the Strategic Realignment Initiative were not part of your normal
operating costs
 of your business. Ensure your response addresses the following:
 Describe the underlying changes in your product portfolio that were
driven by the
 Strategic Realignment Initiative. Ensure you provide insight into
the nature of the
 products that were discontinued, your reasons for discontinuing
those products
 and how the discontinuation of those products resulted in a
transformative
 change in your business.
 We note that you were focused on allocating resources to areas that
would drive
 the greatest return. Specifically, on November 5, 2024, management
discussed the
 May 29, 2025
Page 2

 decision to discontinue products including Opioid Halo, Bridge and
Bilirubin,
 among others. Management also indicated that direct-to-consumer
products were
 being deemphasized and discontinued. Explain why a decision to
discontinue
 selling products that did not drive returns would be outside normal
business
 operations.
 We note from your November 5, 2024, earnings call that you were
discontinuing
 feasibility studies on noninvasive monitoring of cancer, bilirubin
and diabetes and
 had not made the progress you expected in order to bring those
products to
 market. Explain how the discontinuation of these products was not a
normal
 business process.
 Quantify for us the revenues recognized in fiscal years 2024 and
2023 that were
 generated by the inventory items written down and/or discontinued.

 Please contact Jeanne Baker at 202-551-3691 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 8, 2025

 VIA EDGAR SUBMISSION

 Jeanne Baker and Terrence O'Brien
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Re:
 Masimo Corporation
Item 2.02 Form 8-K filed February 25, 2025
File No. 001-33642

 Dear Ms. Baker and Mr. O'Brien:

 On behalf of Masimo Corporation (the " Company "
or " Masimo "), a Delaware corporation, we submit to the staff (the " Staff ") of the Securities and
Exchange Commission (the " Commission ") this letter setting forth the Company's responses to the comments contained
in the Staff's letter dated April 24, 2025 on the Company's Form 8-K filed on February 25, 2025.

 The Company has responded to all of the Staff's
comments. The Staff's comments are repeated below in bold, followed by the Company's responses to the comments.

 Item 2.02 Form 8-K Filed February 25, 2025

 Exhibit 99.1 Reconciliation of GAAP to Non-GAAP Net Income
and Net Income per Diluted Share, page 6

 1.
 Please tell us and revise your disclosures to identify and quantify the material components underlying the business transition and related costs adjustment. Address this comment as it relates to material adjustments where you have multiple items underlying the adjustment. Refer to Question 100.05 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations.

 The Company respectfully acknowledges the Staff's
comment and confirms that the Company has considered the guidance in Question 100.05 of the Compliance & Disclosure Interpretations
on Non-GAAP Financial Measures. During the fourth quarter of 2024, our newly constituted Board of Directors (the " Board ")
approved a strategic realignment initiative (the " Strategic Realignment Initiative ") of our healthcare business to
drive progress towards a more streamlined and efficient organization, which included right-sizing the organization, cost rationalization,
driving research and development efficiencies and enhancing key launch and innovation processes. The Strategic Realignment Initiative
included a targeted realignment of current and future planned products, workforce reductions, global footprint rationalization and other
third-party expenses described in detail below. The Company respectfully submits these updates would not materially change a reader's
understanding of the Company's results of operations, as the nature and amounts of the Strategic Realignment Initiative adjustment
were disclosed in Note 1 to the Consolidated Financial Statements included in our Form 10-K, and the composition of this adjustment
was described in Exhibit 99.1 under the heading "Non-GAAP Financial Measures - Business transition and related costs."
In response to the Staff's comment, the Company respectfully advises the Staff that it will revise its GAAP to Non-GAAP disclosure to
identify and quantify any material business transaction and related costs adjustment in future earnings releases with substantially the
following type of information:

 In Millions
 Diluted EPS

 Cost of goods sold directly attributable to the Strategic Realignment Initiative, of which $52 million was for products being phased out and/or no longer supported. The remaining amount was for previously capitalized assets no longer realizable as a result of these initiatives.
 $ 61
 $ 1.12

 Selling, general and administrative expenses directly attributable to the Strategic Realignment Initiative, of which $22 million was for previously capitalized assets and other expenses related to abandoned facilities. The remaining amount was for severance and benefits for employees impacted, and similar items.
 $ 31
 $ 0.57

 Research and development expenses directly attributable to the Strategic Realignment Initiative, of which $26 million was for previously capitalized software development costs, patents and related party licenses being phased out and/or no longer supported. The remaining amount was for severance and benefits for employees impacted, and similar items.
 $ 36
 $ 0.66

 Certain costs (such as contract terminations, severance and benefits for employees impacted) related to rationalizing our operational footprint and optimizing business results separate from the Strategic Realignment Initiative actions above.
 $ 6
 $ 0.11

 Business transition and related costs in Exhibit 99.1
 $ 134
 $ 2.46

 2.
 Based on disclosures in your Form 10-K for the year ended December 28, 2024, it appears that your business transition and related costs adjustments include expenses associated with inventory write-downs. Please explain to us how you concluded that these write-downs do not represent costs that are normal operating costs of your business. See guidance in Question 100.01 of the SEC Staff's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

 The Company respectfully acknowledges the Staff's
comment and confirms that the Company has considered the guidance in Question 100.01 of the Compliance & Disclosure Interpretations
on Non-GAAP Financial Measures. The Company confirms that the adjustment for inventory write-downs are not part of normal operations,
as discussed below, and that the Company's presentation of Non-GAAP Net Income and Non-GAAP Net Income per Diluted Share with these
adjustments is appropriate under the circumstances to give investors a representation of normal operating performance and period-to-period
comparability.

 The inventory write-downs relate to a transformative
change that resulted from the Strategic Realignment Initiative in the fourth quarter of 2024 that was undertaken by new leadership. Below
is the timeline of the Company's leadership transition during the fourth quarter of 2024 which resulted in the transformative change:

 · At the Company's 2024 Annual Meeting of Stockholders, held on September 19, 2024, stockholders voted to elect William Jellison
and Darlene Solomon to the Company's Board, the voting results of which were certified by the independent inspector of election
on September 24, 2024. On September 19, 2024, Joe Kiani, the Company's former Chairman and Chief Executive Officer, delivered
a notice to the Board stating his decision to resign from his position as CEO. On September 24, 2024, the Board appointed director
Michelle Brennan to serve as interim CEO, effective September 24, 2024, and the Board retained Korn Ferry to assist with CEO succession
planning.

 · On October 16, 2024, the Board increased the authorized number of directors on the Company's Board to eight and, in connection
with such increase, appointed Timothy Scannell and Wendy Lane as Class III directors of Masimo, effective October 16, 2024.

 · On October 24, 2024, following a review by outside counsel, the Board adopted resolutions to terminate Mr. Kiani's
employment, effective October 24, 2024.

 · On November 13, 2024, the Company terminated the employment of Tao Levy, the Company's Executive Vice President, Business
Development.

 As a result of the Company's executive leadership
and Board transitions, the CEO and five of the seven current members of the Board were appointed since September 2024. Under the
newly reconstituted Board and management, the Company identified the need for a Strategic Realignment Initiative aimed at transforming
the Company's portfolio of current and planned products, rationalizing the Company's global footprint and reducing the Company's
workforce. As part of the initiative, on a November 5, 2024 earnings call, management discussed its review of the Company's
product portfolio and research and development projects, and emphasized its focus on large market opportunities addressing unmet patient
needs, and on allocating resources to areas that will drive the greatest return. Specifically, management discussed the decision to discontinue
products including Opioid Halo, Bridge and Bilirubin, among others. Management also indicated that direct-to-consumer products were being
deemphasized and discontinued.

 The Company believes that this Strategic Realignment
Initiative during its leadership transition, and the resulting inventory write-downs, are non-recurring in nature, given the shift in
strategy, transformative nature of the changes in product portfolio and footprint rationalization and the effective inability of the Company
to replicate this transformational shift in the near term.

 Unlike the inventory write-downs in connection
with the Strategic Realignment Initiative, the Company's recurring inventory write-offs are generally related to products not meeting
required customer or quality specifications as outlined in the Company's accounting policies, and the Company does not adjust for
these write-offs when preparing its non-GAAP measures, even when significant, because these write-offs are deemed to be a recurring and
normal part of our operations. In contrast, the inventory write-downs recorded in connection with the Strategic Realignment Initiative
were not related to out-of-specification products or to recurring inventory valuation adjustments. Rather, they were non-recurring and
not part of the Company's normal operations. Absent the decision by the newly reconstituted Board and management to make these transformative
strategic changes, these write-downs would not have been incurred.

 The Company believes that based on the facts and
circumstances, the inventory write-downs in connection with the Strategic Realignment Initiative were distinct from the recurring write-offs
incurred in normal operations because they were a direct result of the transformative strategic decision. By adjusting for these write-downs
related to product rationalization, the Company believes that it improved comparability between periods. The Company believes that the
inventory write-downs in its presentation of non-GAAP financial measures were appropriate under the circumstances and not misleading.

 We confirm that the Company is responsible for
the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

 Very truly yours,

 /s/ Micah Young

 Micah Young

 Executive Vice President, Chief Financial Officer

 Cc:
 Richard Brand, White & Case LLP

 Erica Hogan, White & Case LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 24, 2025

Micah Young
Executive Vice President, Chief Financial Officer
MASIMO CORP
52 Discovery
Irvine, CA 92618

 Re: MASIMO CORP
 Item 2.02 Form 8-K filed February 25, 2015
 File No. 001-33642
Dear Micah Young:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Item 2.02 Form 8-K filed February 25, 2025
Exhibit 99.1
Reconciliation of GAAP to Non-GAAP Net Income and Net Income per Diluted Share,
page
6

1. Please tell us and revise your disclosures to identify and quantify the
material
 components underlying the business transition and related costs
adjustment. Address
 this comment as it relates to material adjustments where you have
multiple items
 underlying the adjustment. Refer to Question 100.05 of the Non-GAAP
Financial
 Measures Compliance & Disclosure Interpretations.
2. Based on disclosures in your Form 10-K for the year ended December 31,
2024, it
 appears that your business transition and related costs adjustments
include expenses
 associated with inventory write-downs. Please explain to us how you
concluded that
 these write-downs do not represent costs that are normal operating costs
of your
 business. See guidance in Question 100.01 of the SEC Staff s
Compliance
 & Disclosure Interpretations on Non-GAAP Financial Measures.
 We remind you that the company and its management are responsible for
the accuracy
 April 24, 2025
Page 2

and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Jeanne Baker at 202-551-3691 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

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

United States securities and exchange commission logo
June 20, 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
PRRN14A filed June 20, 2024 by Politan Capital Management LP et al.
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 these comments, we may have additional comments.
Defined terms used herein have the same meaning as in your 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.
            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-

 FirstName LastNameQuentin Koffey
 Comapany NamePolitan Capital Management LP
 June 20, 2024 Page 2
 FirstName LastName
Quentin Koffey
Politan Capital Management LP
June 20, 2024
Page 2
3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

    June 10, 2024

 Re: Masimo Corporation

Preliminary Proxy Statement filed May 31, 2024

File No. 001-33642

Christina Chalk

Blake Grady

Division of Corporation Finance

Office of Mergers & Acquisitions

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Dear Ms. Chalk and Mr. Grady:

On behalf of Masimo Corporation (the “Company”
or “Masimo”), a Delaware corporation, we submit to the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained
in the Staff’s letter dated June 7, 2024 on the Company’s preliminary proxy statement on Schedule 14A filed on May 31, 2024.
Concurrently with the submission of this letter, the Company is filing its first amendment to the preliminary proxy statement on Schedule
14A (the “Proxy Statement Amendment No. 1”) via EDGAR to the Commission.

The Company has responded to all of the Staff’s
comments. The Staff’s comments are repeated below in bold, followed by the Company’s responses to the comments. We have included
page numbers to refer to the location in the Proxy Statement Amendment No. 1 where the disclosure addressing a particular comment appears.
Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Proxy Statement Amendment
No. 1.

*           *           *           *

Preliminary Schedule 14A Filed May 31, 2024

Background to the Solicitation, page 15

 1. Disclosure on page 15 indicates that “the Company commenced a formal review of strategic alternatives” following the 2023
Annual Meeting. It is our understanding that such review may have commenced prior to the 2023 Annual Meeting. Please revise or advise.

In response to the Staff's comment, the Company respectfully advises the Staff that it has revised the disclosure on page 15 of the Proxy
Statement Amendment No. 1.

 2. We note your disclosure that “the Board determined not to approve the proposed class switch of directors” and instead
approved the nomination of Mr. Kiani for election at the 2024 Annual Meeting. Please disclose why the Board determined not to approve
the proposed class switch of directors.

In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised the disclosure on page 19 of the Proxy Statement Amendment No. 1.

Christina Chalk

Blake Grady

Page 2

 3. We note your disclosure that “[f]ollowing Mr. Classon’s resignation, members of the Board contacted and considered several
director nominee candidates, including Christopher Chavez.” Please disclose who recommended Mr. Chavez to the Board. See Item 407(c)(2)(vii)
of Regulation S-K and Question 133.03 under the staff’s Regulation SK Compliance and Disclosure Interpretations.

In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised the disclosure on pages 20 and 21 of the Proxy Statement Amendment No.
1.

If Mr. Kiani is not Re-Elected to the Board at this Year’s
Annual Meeting, page 94

 4. We note the disclosure here that Mr. Kiani disputes Politan’s ability to “cure” the trigger of the provisions of his employment
agreement if he is not re-elected to the Board at this year’s Annual Meeting by re-appointing him as Chairman of the Board. See Item 5(b)
of Schedule 14A. Please describe in further detail (including by quantifying any payments due) the consequences if Mr. Kiani’s position
prevails and he is not re-elected to the Board and declines re-appointment. Please place this expanded disclosure, which currently appears
on page 94, in a more prominent location in the proxy statement.

In response to the Staff’s comment,
the Company respectfully advises the Staff that it has expanded this disclosure and moved it to page 36 of the Proxy Statement Amendment
No. 1.

Transactions with Related Persons, Promoters and Certain Control
Persons, page 115

 5. Please revise your disclosure in this section to include the approximate dollar values of Mr. Kiani’s interests in the transactions
with Willow and LMMV. Refer to Item 404(a)(4) of Regulation S-K.

The Company respectfully advises the Staff
that Mr. Kiani does not have a direct pecuniary interest in the transactions with Willow or LMMV arising out of his ownership or roles
with either entity and that, therefore, there is no dollar amount or value of his interests in the transactions between Masimo and Willow
or LMMV. However, the Company has revised the disclosure on pages 117 and 118 of the Proxy Statement Amendment No. 1 to disclose Mr. Kiani’s
equity ownership interest in Willow and LMMV, respectively.

*         *         *         *

If you have any questions regarding this submission,
please contact Jeff Hartlin at 650-320-1804 (jeffhartlin@paulhastings.com).

Thank you for your time and attention.

    Yours sincerely,

    /s/ Jeff Hartlin

    Jeff Hartlin

United States securities and exchange commission logo
June 7, 2024
Joe Kiani
Chief Executive Officer
Masimo Corporation
52 Discovery
Irvine, California
Re:Masimo Corporation
Preliminary Proxy Statement filed May 31, 2024
File No. 001-33642
Dear Joe Kiani:
            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.
Defined terms used herein have the same meaning as in your filing.
Preliminary Proxy Statement filed May 31, 2024
Background to the Solicitation, page 15
1.Disclosure on page 15 indicates that "the Company commenced a formal review of
strategic alternatives" following the 2023 Annual Meeting. It is our understanding that
such review may have commenced prior to the 2023 Annual Meeting. Please revise or
advise.
2.We note your disclosure that “the Board determined not to approve the proposed class
switch of directors” and instead approved the nomination of Mr. Kiani for election at the
2024 Annual Meeting. Please disclose why the Board determined not to approve the
proposed class switch of directors.
3.We note your disclosure that “[f]ollowing Mr. Classon’s resignation, members of the
Board contacted and considered several director nominee candidates, including
Christopher Chavez.” Please disclose who recommended Mr. Chavez to the Board. See

 FirstName LastNameJoe Kiani
 Comapany NameMasimo Corporation
 June 7, 2024 Page 2
 FirstName LastName
Joe Kiani
Masimo Corporation
June 7, 2024
Page 2
Item 407(c)(2)(vii) of Regulation S-K and Question 133.03 under the staff's Regulation S-
K Compliance and Disclosure Interpretations.
If Mr. Kiani is not Re-Elected to the Board at this Year's Annual Meeting, page 94
4.We note the disclosure here that Mr. Kiani disputes Politan's ability to "cure" the trigger
of the provisions of his employment agreement if he is not re-elected to the Board at this
year's Annual Meeting by re-appointing him as Chairman of the Board. See Item 5(b) of
Schedule 14A. Please describe in further detail (including by quantifying any payments
due) the consequences if Mr. Kiani's position prevails and he is not re-elected to the Board
and declines re-appointment. Please place this expanded disclosure, which currently
appears on page 94, in a more prominent location in the proxy statement.
Transactions with Related Persons, Promoters and Certain Control Persons, page 115
5.Please revise your disclosure in this section to include the approximate dollar values of
Mr. Kiani’s interests in the transactions with Willow and LMMV. Refer to Item 404(a)(4)
of Regulation S-K.
            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.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
April 1, 2024
Joe Kiani
Chief Executive Officer
Masimo Corporation
52 Discovery
Irvine, California
Re:Masimo Corporation
DEFA14A filed April 1, 2024
File No. 001-33642
Dear Joe Kiani:
            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.
DEFA14A filed April 1, 2024
General
1.Communications made in reliance on Rule 14a-12 must identify the participants in the
solicitation and describe the participants’ “direct or indirect interests.” Please note that the
legend must advise security holders where they can currently obtain such information,
which requirement is not satisfied by including a general reference to filings made by the
soliciting party. See Rule 14a-12(a)(1)(i) and Question 132.03 of the Compliance and
Disclosure Interpretations for Proxy Rules and Schedules 14A/14C. Please provide this
information in all future soliciting materials.
            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.

 FirstName LastNameJoe Kiani
 Comapany NameMasimo Corporation
 April 1, 2024 Page 2
 FirstName LastName
Joe Kiani
Masimo Corporation
April 1, 2024
Page 2
            Please direct any questions to Blake Grady at 202-551-8573 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
July 5, 2023
Richard Brand
Partner
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
Re:Masimo Corporation
Schedule 13D/A filed June 30, 2023
Filed by Quentin Koffey et al.
File No. 005-83497
Dear Richard Brand:
            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.
Defined terms used herein have the same meaning as in your Schedule 13D.
Schedule 13D/A filed June 30, 2023
General
1.We note your response to comment one.  Item 3 of Schedule 13D states that “if any part of
the purchase price is or will be represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the securities, a
description of the transaction and the names of the parties thereto” must be disclosed.
Please address whether any part of the purchase price for the Common Stock of Masimo
Corp. was provided by any limited partner(s) of the Politan Funds for the specific purpose
of acquiring, holding, trading or voting the Common Stock of Masimo Corp.
2.We note your statement that “all prior Swaps regarding Masimo securities were unwound
on or before September 23, 2022.”  However, your initial Schedule 13D was filed on
August 16, 2022, and discloses that “Politan Master Fund has entered into physically
settled swaps … referencing 4,096,784 shares of Common Stock in the aggregate that the

 FirstName LastNameRichard Brand
 Comapany NameCadwalader, Wickersham & Taft LLP
 July 5, 2023 Page 2
 FirstName LastName
Richard Brand
Cadwalader, Wickersham & Taft LLP
July 5, 2023
Page 2
Reporting Persons may be deemed to beneficially own.”  Accordingly, any written
agreements, contracts, arrangements, understanding, plans or proposals referenced in Item
7 of Schedule 13D, including the agreements underlying the Physically Settled Swaps and
Cash Settled Swaps described under Item 6 (to the extent they were in existence on
August 16, 2022), should have been filed with your initial Schedule 13D.  Please advise or
revise.
3.It is unclear from your response to comment four whether EnTrust Global Partners LLC
or Dennis Washington (or their respective affiliates) are direct beneficial owners of
Common Stock.  In addition, while you assert that “Courts have long held that passive
investors in an investment fund do not become members of a group with the investment
advisor to such fund merely by agreeing to be limited partners,” it is unclear whether
different facts are present here.  Therefore, while we do not necessarily agree with your
analysis and conclusions, we have no further comment at this time.
            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

CORRESP
1
filename1.htm

Document

June 9, 2023

Re:    Masimo Corporation

DEFA14A Filed June 6, 2023

File No. 001-33642

Christina Chalk

Blake Grady

Division of Corporation Finance

Office of Mergers & Acquisitions

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Dear Christina Chalk and Blake Grady:

On behalf of Masimo Corporation (the “Company” or “Masimo”), a Delaware corporation, we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated June 8, 2023 on the Company’s definitive additional materials filed on June 6, 2023.  Concurrently with the submission of this letter, the Company is filing definitive additional materials (the “Additional Proxy Materials”) via EDGAR to the Commission.

The Company has responded to the Staff’s comment.  The Staff’s comment is repeated below in bold, followed by the Company’s response to the comment.

*           *           *           *

DEFA14A Filed June 6, 2023

General

1.We note your disclosure that "Mr. Kiani previously waived his rights to assert that a Change in Control has occurred as a result of the election of stockholder-nominated directors at the 2023 annual meeting of stockholders" (emphasis added). If, as contemplated by Proposal 6, the Company appoints two new directors following the 2023 annual meeting, will such directors each be treated as a member of the Board at the beginning of the 12-month period immediately preceding the change, for purposes of determining whether a “Change in Control” has occurred? Please revise to clarify. In addition, ensure that future soliciting materials referencing the Change in Control provision are clear on this point as it relates to the Company's plans to expand the Board.

The Company respectfully advises the Staff that the Additional Proxy Materials include language clarifying this point and further confirms that future soliciting materials referencing the Change in Control provision will be clear on this point as it relates to the Company's plans to expand the Board.

*         *         *         *

If you have any questions regarding this submission, please contact Jeff Hartlin at 650-320-1804 (jeffhartlin@paulhastings.com).

Thank you for your time and attention.

Yours sincerely,

/s/ Jeff Hartlin

Jeff Hartlin

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo

                              June 8, 2023

       Jeff Hartlin
       Partner
       Paul Hastings, LLP
       1117 S. California Avenue
       Palo Alto, CA 94304-1106

                                                        Re: Masimo Corporation
                                                            DEFA14A filed June
6, 2023
                                                            File No. 001-33642

       Dear Jeff Hartlin:

                                                        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.
       Defined terms used here have the same meaning as in your soliciting
materials.

       DEFA14A filed June 6, 2023

       General

   1.                                                   We note your disclosure
that "Mr. Kiani previously waived his rights to assert that a
                                                        Change in Control has
occurred as a result of the election of stockholder-nominated
                                                        directors at the 2023
annual meeting of stockholders" (emphasis added). If, as
                                                        contemplated by
Proposal 6, the Company appoints two new directors following the 2023
                                                        annual meeting, will
such directors each be treated as a member of the Board at the
                                                        beginning of the
12-month period immediately preceding the change, for purposes of
                                                        determining whether a
 Change in Control    has occurred? Please revise to clarify. In
                                                        addition, ensure that
future soliciting materials referencing the Change in Control
                                                        provision are clear on
this point as it relates to the Company's plans to expand the Board.
 Jeff Hartlin
Paul Hastings, LLP
June 8, 2023
Page 2

         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.

FirstName LastNameJeff Hartlin                              Sincerely,
Comapany NamePaul Hastings, LLP
                                                            Division of
Corporation Finance
June 8, 2023 Page 2                                         Office of Mergers &
Acquisitions
FirstName LastName
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Document

May 23, 2023

Re:    Masimo Corporation

PRER14A filed May 19, 2023

File No. 001-33642

Christina Chalk

Blake Grady

Division of Corporation Finance

Office of Mergers & Acquisitions

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Dear Christina Chalk and Blake Grady:

On behalf of Masimo Corporation (the “Company” or “Masimo”), a Delaware corporation, we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated May 23, 2023 on the Company’s preliminary proxy statement on Schedule 14A, Amendment No. 1, filed on May 19, 2023.  Concurrently with the submission of this letter, the Company is filing its second amendment to the preliminary proxy statement on Schedule 14A (the “Proxy Statement Amendment No. 2”) via EDGAR.

The Company has responded to the Staff’s comment.  The Staff’s comment is repeated below in bold, followed by the Company’s response to the comment.  We have included a page number to refer to the location in the Proxy Statement Amendment No. 2 where the disclosure addressing the comment appears.  Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Proxy Statement Amendment No. 2.

*           *           *           *

PRER14A Filed May 19, 2023

General

1.We note your response to our prior comment 10. Please revise the proxy statement to specifically state that the Company’s notice of its director nominees was late and did not comply with the deadline set forth in Rule 14a-19(d).

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 31 of the Proxy Statement Amendment No. 2.

*         *         *         *

If you have any questions regarding this submission, please contact Jeff Hartlin at 650-320-1804 (jeffhartlin@paulhastings.com).

Thank you for your time and attention.

Yours sincerely,

/s/ Jeff Hartlin

Jeff Hartlin

United States securities and exchange commission logo
May 23, 2023
Jeff Hartlin
Partner
Paul Hastings LLP
1117 S. California Avenue
Palo Alto, CA 94304
Re:Masimo Corporation
PRER14A filed May 19, 2023
File No. 001-33642
Dear Jeff Hartlin :
            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.
Defined terms used herein have the same meaning as in your proxy statement.
PRER14A filed May 19, 2023
General
1.We note your response to our prior comment 10.  Please revise the proxy statement to
specifically state that the Company’s notice of its director nominees was late and did not
comply with the deadline set forth in Rule 14a-19(d).
            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

CORRESP
1
filename1.htm

Document

May 19, 2023

Re:    Masimo Corporation

PREC14A filed May 12, 2023

File No. 001-33642

Christina Chalk

Blake Grady

Division of Corporation Finance

Office of Mergers & Acquisitions

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Dear Christina Chalk and Blake Grady:

On behalf of Masimo Corporation (the “Company” or “Masimo”), a Delaware corporation, we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated May 18, 2023 on the Company’s preliminary proxy statement on Schedule 14A filed on May 12, 2023.  Concurrently with the submission of this letter, the Company is filing its first amendment to the preliminary proxy statement on Schedule 14A (the “Proxy Statement Amendment No. 1”) via EDGAR.

The Company has responded to all of the Staff’s comments.  The Staff’s comments are repeated below in bold, followed by the Company’s responses to the comments.  We have included page numbers to refer to the location in the Proxy Statement Amendment No. 1 where the disclosure addressing a particular comment appears.  Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Proxy Statement Amendment No. 1.

*           *           *           *

Preliminary Schedule 14A Filed May 12, 2023

Fiscal 2022 Corporate Performance Highlights, page 17

1.Refer to the bar graph on page 18 containing certain non-GAAP measures. Please revise to present, with equal or greater prominence, the most directly comparable financial measures calculated and presented in accordance with GAAP. Please refer to Item 10(e)(1)(i)(A) of Regulation S-K.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 18 and 71 of the Proxy Statement Amendment No. 1 by removing the bar graph.

Background to the Solicitation, page 26

2.Words appear to be missing in the following sentence fragment on page 27: “While Company management offered to provide Mr. Koffey non-public information about the Company and management’s business strategies, subject to executing a customary nondisclosure agreement.” Please revise or advise.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 27 of the Proxy Statement Amendment No. 1.

Page 2

3.We note your disclosure on pages 28-29 that “Mr. Kiani [] agreed to waive the DCCP for purposes of the 2023 Annual Meeting” (emphasis added). However, elsewhere in your proxy statement, you state that, in connection with the January 14, 2022 amendments to Mr. Kiani’s employment agreement, “Mr. Kiani has voluntarily irrevocably and permanently waived his right to treat the appointment of any lead independent director as ‘Good Reason’ under his employment agreement with the Company, to terminate employment, and to receive contractual separation payments on this basis” (emphasis added). Please clarify whether Mr. Kiani’s waiver of the DCCP relates solely to the 2023 Annual Meeting.

The Company respectfully advises the Staff that, as of the date hereof, Mr. Kiani has executed two separate waivers with respect to his rights under his employment agreement.  Effective February 8, 2023, Mr. Kiani agreed that the valid election to the Board at the 2023 Annual Meeting only of any two individuals nominated by the Company stockholders in lieu of two of the Company’s current Board members will not be deemed to constitute a “Change-in-Control” for purposes of Section 9(iii) of the employment agreement.  In addition, on  March 22, 2023, Mr. Kiani irrevocably and permanently waived his rights pursuant to the employment agreement, to: (i) treat the appointment of any lead independent director of the Board as “Good Reason” under the employment agreement, and (ii) terminate (or deliver any termination notice) or make any claim under the employment agreement as a result of the appointment of any lead independent director of the Board.

To clarify the fact that Mr. Kiani has executed these two separate waivers, the Company respectfully advises the Staff that it has revised the disclosure on pages 28 and 29 of the Proxy Statement Amendment No. 1.

Proposal 1 - Election of Directors, page 122

4.Refer to the last two paragraphs on page 122 regarding the treatment of unmarked proxy cards versus voting instruction forms. You state that proxy cards that are unmarked as to Proposal 1 will be voted in accordance with the Board's recommendation. However, signed and returned voting instruction forms will be voted "WITHHOLD" on all nominees. With a view to revised disclosure, please explain the reason for the different treatment of the proxies and voting instruction forms here. We further note the disclosure on the proxy card as to how signed but unmarked proxy cards will be voted. Similarly, explain how signed but unmarked voting forms will be treated.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 122 of the Proxy Statement Amendment No. 1 and the proxy card to clarify that signed but unmarked voting forms will be voted in line with the Board’s recommendation with respect to Proposal No. 1, i.e., “FOR” the two (2) nominees proposed by the Board and named in the proxy statement and “WITHHOLD” on the non-recommended Politan nominees.

Proposal 6 - Advisory Vote to Approve the Increase to the Total Number of Authorized Members of our Board..., page 129

5.Please describe the impact of the Board expansion if Politan’s two nominees are elected. That is, discuss whether the expansion may have the effect of diluting the voting power of the Politan nominees if they are elected to the Board.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 129 of the Proxy Statement Amendment No. 1.

6.Disclose the anticipated timing of the Board expansion. In addition, expand to discuss how the Board will make the determination whether or not to abandon the Board expansion if Proposal 6 is not approved by shareholders.

Page 3

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 129 of the Proxy Statement Amendment No. 1.

Questions and Answers You May Have About These Proxy Materials and Voting, page 135

7.We note your disclosure on page 124 that “the holders of a majority of the shares present or represented by proxy and voting at the Annual Meeting (which shares voting affirmatively also constitute at least a majority of the required quorum) will be required to ratify the selection of Grant Thornton as our independent registered public accounting firm...” However, disclosure on pages 141 and 142 states that the vote required for the proposal is “Majority Cast,” meaning “the number of votes cast ‘for’ the proposal must exceed the number of votes cast ‘against’ such proposal.” Given this apparent discrepancy, please revise or advise.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 124 of the Proxy Statement Amendment No. 1.

How do I vote?, page 138

8.It is our understanding that voting by telephone is not possible in proxy contests involving a universal proxy card. Please revise or advise.

The Company respectfully advises the staff that voting by telephone is possible in proxy contests for   stockholders of record participating in the Annual Meeting, while with respect to beneficial owners the availability of telephone voting will depend on the voting process of the broker and nominee.  To clarify this distinction, the Company respectfully advises the Staff that it has revised the disclosure on the last page of the “Letter to Masimo Corporation Stockholders From the Independent Directors” and pages 10, 15, 136 – 141 and 147 of the Proxy Statement Amendment No. 1.

Form of Proxy, page E-6

9.     Please ensure that the form of proxy is marked as “Preliminary.” See Rule 14a-6(e)(1).

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the form of proxy.

10.We understand from disclosure in the revised Politan proxy statement that Masimo provided the notice of its nominees for the director election on May 9, 2023. If this is the case, it appears that the notice was untimely under Rule 14a-19(d). Please advise.

The Company respectfully confirms to the Staff that it provided to Politan the notice of its nominees for the director election on May 9, 2023.

*         *         *         *

If you have any questions regarding this submission, please contact Jeff Hartlin at 650-320-1804 (jeffhartlin@paulhastings.com).

Thank you for your time and attention.

Yours sincerely,

/s/ Jeff Hartlin

Jeff Hartlin

United States securities and exchange commission logo
May 18, 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
PRRN14A filed May 15, 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.
Defined terms used herein have the same meaning as in your proxy statement.
Revised Preliminary Schedule 14A
Reasons for the Solicitation, page 13
1.Refer to our comment letter dated May 10, 2023.  We reissue comment 6.  In this respect,
we note your disclosure that your nominees "would seek to provide independent oversight
of management" and your response that your nominees "have no predetermined specific
plans."  If your nominees do not have specific changes that they would attempt to
institute, revise to so state in the proxy statement.
Votes Required for Approval, page 29
2.Refer to comment 11 in our prior comment letter.  We note that your revised proxy
statement states that, in order to pass, proposals two, three and six "each 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."  However, as explained in our initial comment

 FirstName LastNameQuentin Koffey
 Comapany NamePolitan Capital Management LP
 May 18, 2023 Page 2
 FirstName LastName
Quentin Koffey
Politan Capital Management LP
May 18, 2023
Page 2
11, the Bylaws appear to provide that such proposals must be passed by a majority of
votes cast (disregarding abstentions and broker non-votes).  Please revise or advise.
Solicitation of Proxies, page 31
3.Refer to comment 12 in our prior comment letter.  We note your response that "any
success fee would be a reasonable amount."  Revise to state this in the proxy statement,
and to include a ceiling on the success fee if known.
            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 Tina Chalk at (202) 551-3263 Blake Grady at (202) 551-
8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
May 11, 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
DFAN14A 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. Defined terms used here have the same meaning as in your proxy statement.
DFAN14A filed May 2, 2023
Press Release dated May 2, 2023, page 1
1.Avoid making statements that directly or indirectly impugn the character, integrity or
personal reputation or make charges of illegal, improper or immoral conduct without
factual foundation.  See Rule 14a-9. In future filings, avoid statements like the following
without appropriate factual foundation: "[t]he Board has enacted widely criticized and
illegal bylaws" (emphasis added).
Website (www.AdvanceMasimo.com), page 1
2.Your website asserts that Masimo "refused to comply with its 2015 governance agreement
to expand the Board to seven directors."  Please revise to provide a factual foundation for
this assertion.

 FirstName LastNameQuentin Koffey
 Comapany NamePolitan Capital Management LP
 May 11, 2023 Page 2
 FirstName LastName
Quentin Koffey
Politan Capital Management LP
May 11, 2023
Page 2
3.Refer to comment 1 above.  We note your assertion that "Mr. Kiani’s illegal employment
agreement means Masimo’s Board is permanently staggered" (emphasis added).  Please
revise or advise.
            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 at Christina Chalk at (202)
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
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

 FirstName LastNameQuentin Koffey
 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

Mail Stop 3030
July 10,  2017

Via E -mail
Mr. Mark P. de Raad
Executive Vice President and Chief Financial Officer
Masimo Corporation
52 Discovery
Irvine, CA  92618

Re: Masimo  Corporation
 Form 10 -K for the Fiscal Year Ended December 31,  2016
 Filed February 15 , 201 7
File No. 001-33642

Dear Mr. de Raad :

We have completed our review of your filing s.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Martin James

 Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

CORRESP
1
filename1.htm

		Document

CONFIDENTIAL TREATMENT REQUESTED

BY MASIMO CORPORATION

UNDER 17 C.F.R. §200.83

MASI-001

FOIA CONFIDENTIAL TREATMENT REQUEST

The entity requesting confidential treatment is:

Masimo Corporation

52 Discovery

Irvine, CA 92618

Attention: General Counsel

Telephone: (949) 297-7000

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.  INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

June 29, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn:

 Mr. Martin James

Senior Assistant Chief Accountant

Office of Electronics and Machinery

Re:

 Masimo Corporation

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 15, 2017

File No. 001-33642

Dear Mr. James:

This letter responds to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Mr. Mark P. de Raad, Executive Vice President and Chief Financial Officer of Masimo Corporation (the “Company” or “Masimo”), in the letter dated June 15, 2017 (the “Comment Letter”) regarding the above-referenced Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Commission on February 15, 2017.

Set forth below are the Staff’s comments (in bold italics) and the Company’s responses thereto, organized as set forth in the Comment Letter.

Because of the commercially sensitive nature of information contained in certain parts of this letter, this submission is accompanied by a request for confidential treatment of such information. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, the Company has enclosed a copy of the Company’s

1

CONFIDENTIAL TREATMENT REQUESTED

BY MASIMO CORPORATION

UNDER 17 C.F.R. §200.83

MASI-0002

letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

Form 10-K Fiscal Year Ended December 31, 2016

Item 7A. Quantitative and Qualitative Disclosures about Market Risk, page 74

Foreign Currency Exchange Rate Risk, page 75

1.

 We note your disclosure that a 10% change in foreign currency exchange rates could have a material effect on your future operating results or cash flows. Consistent with the guidance in Item 305(1)(ii)(A) of Regulation S-K, please revise your future filings to quantify the potential loss that could result from the 10% change in foreign currency exchange rates. In light of your statement that the impact would depend on the particular currency and the direction of the change, consider quantifying the potential impact of a change in each of the currencies you have identified.

The Company acknowledges the Staff’s comment, and to the extent that a 10% change in foreign currency exchange rates could have a material effect on the Company’s future operating results or cash flows, the Company will disclose in its future filings an estimate of the potential financial statement loss that could directly result from a 10% change in foreign currency exchange rates and will consider separately quantifying the potential impact of such a change for each identified currency.

Note 7. Property and Equipment, page F-25

2.

 We note that you reclassified approximately $6.4 million out of construction-in-progress during fiscal 2016, but note that the balance increased at December 31, 2016 when compared with the fiscal 2015 year-end. Please describe and quantify for us the construction projects in progress at December 31, 2016.

The Company acknowledges the Staff’s comment. Masimo generally records costs related to large capital projects to construction-in-progress (CIP) until the underlying assets are placed in service. In response to the Staff’s request, the Company respectfully provides the following rollforward analysis of the Company’s CIP balances by general project type from January 2, 2016 to December 31, 2016 (unaudited, in thousands):

Project Type

 January 2,
2016

 CIP Additions

 Assets Placed in Service

 December 31,
2016

[***]

 [***]

 [***]

 [***]

 [***]

[***]

 [***]

 [***]

 [***]

 [***]

[***]

 [***]

 [***]

 [***]

 [***]

[***]

 [***]

 [***]

 [***]

 [***]

     Total CIP per Footnote 7

 $

 7,124

 [***]

 [***]

 $

 7,923

2

CONFIDENTIAL TREATMENT REQUESTED

BY MASIMO CORPORATION

UNDER 17 C.F.R. §200.83

MASI-0003

Masimo Corporation respectfully requests that the bracketed information contained in this letter be treated as confidential information and that the Commission provide timely notice to Masimo Corporation, 52 Discovery, Irvine, CA 92618 Attention: General Counsel, Telephone: (949) 297-7000, before it permits any disclosure of the bracketed information contained in this letter.

**********

Please contact me if you have any further comments or need additional information with respect to the filing. The Company’s future filings will reflect the responses set forth in this letter, as applicable.

Sincerely,

/s/ DAVID J. VAN RAMSHORST

David J. Van Ramshorst

Senior Vice President, Chief Accounting Officer

cc:

 David Burton, Division of Corporation Finance, U.S. Securities & Exchange Commission

Mark P. de Raad, Executive Vice President & Chief Financial Officer, Masimo Corporation

Jeff Hartlin, Paul Hastings LLP

Doug McCombs, Grant Thornton LLP

3

Mail Stop 3030
June 15 , 201 7

Via E -mail
Mark P. de Raad
Executive Vice President and Chief Financial Officer
Masimo Corporation
52 Discovery
Irvine, CA   92618

Re: Masimo  Corporation
 Form 10-K for the Fiscal Year Ended December 31,  2016
 Filed February 15, 201 7
File No. 001-33642

Dear Mr. de Raad :

We have limited our review of your filing to the financial statements and related
disclosures 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  within ten busine ss days by providing the requested
information or advis e 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 r eviewing your response to these  comment s, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31 , 201 6

Item 7A. Quantitative and Qualitative Disclosures about Market Risk, page 74

Foreign Currency Exchange Rate Risk, page 75

1. We note your disclosure that a 10% change in foreign currency exchange rates could
have a material effect on your future operating results or cash flows.  Consistent with the
guidance in Item 305(a)(ii)(A) of Regulation S -K, please revise your future fili ngs to
quantify the potential loss that could result from the 10% change in foreign currency
exchange rates. In light of your statement that the impact would depend on the particular
currency and the direction of the change, consider quantifying the potential impact  of a
change in each of the currencies you have identified.

Mark P. de Raad
Masimo Corporation
June 15, 2017
Page 2

 Note 7. Property and Equipment , page F -25

2. We note that you reclassified approximately $6.4 million out of construction -in-progress
during fiscal 2016, but note that the balance increased at December 31, 2016 when
compared with the fiscal 2015 year -end.  Please describe and quantify for us the
construction projects in progress at December 31 2016.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact David Burton at (202) 551 -3626 or me at (202) 551 -3671 with any
questions.

Sincerely,

 /s/ Martin James

Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

Mail Stop 3030
July 11, 2016

Via E-mail
Mark P. de Raad
Executive Vice President and Chief Financial Officer
Masimo Corporation
52 Discovery
Irvine, CA   92618

Re: Masimo Corporation
 Form 10 -K for Fiscal Year Ended January 2 , 201 6
 Filed February 24 , 201 6
File No. 001-33642

Dear Mr. de Raad :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceedin g initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
informati on the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin J. Kuhar

Kevin J. Kuhar
Accounting Branch  Chief
Office of Electronics and Machinery

CORRESP
1
filename1.htm

		Document

CONFIDENTIAL TREATMENT REQUESTED

BY MASIMO CORPORATION

UNDER 17 C.F.R. §200.83

MASI-001

FOIA CONFIDENTIAL TREATMENT REQUEST

The entity requesting confidential treatment is:

Masimo Corporation

52 Discovery

Irvine, CA 92618

Attention: General Counsel

Telephone: (949) 297-7000

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.  INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

June 24, 2016

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn:

 Mr. Kevin J. Kuhar

Accounting Branch Chief

Office of Electronics and Machinery

Re:

 Masimo Corporation

Form 10-K for the Fiscal Year Ended January 2, 2016

Filed February 24, 2016

Form 10-Q for the Quarterly Period Ended April 2, 2016

Filed May 4, 2016

File No. 001-33642

Dear Mr. Kuhar:

This letter responds to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Mr. Mark P. de Raad, Executive Vice President and Chief Financial Officer of Masimo Corporation (the “Company” or “Masimo”), in the letter dated June 9, 2016 (the “Comment Letter”) regarding the above-referenced Annual Report on Form 10-K for the year ended January 2, 2016 filed with the Commission on February 24, 2016, and Form 10-Q for the Quarterly Period ended April 2, 2016 filed with the Commission on May 4, 2016.

Set forth below are the Staff’s comments (in bold italics) and the Company’s responses thereto, organized as set forth in the Comment Letter.

Because of the commercially sensitive nature of information contained in certain parts of this letter, this submission is accompanied by a request for confidential treatment of such information.  The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83.  For the Staff’s reference, the Company has enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

CONFIDENTIAL TREATMENT REQUESTED

BY MASIMO CORPORATION

UNDER 17 C.F.R. §200.83

MASI-0002

Form 10-K Fiscal Year Ended January 2, 2016

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Gross Profit, page 60

1.

 In the last sentence of this disclosure you present a non-GAAP measure, i.e. product gross margin including Cercacor eliminated royalty expenses, but we note that you did not provide any of the disclosures required by Item 10(e)(1) of Regulation S-K for that measure.  To the extent that you continue to present similar non-GAAP measures in your future filings, please revise your presentations to fully comply with that guidance, including providing a reconciliation to the most directly comparable GAAP measure, a statement disclosing the reasons why management believes the presentation is useful to investors and a statement disclosing any additional purposes management uses the measure.  This comment also applies to your Forms 10-Q.

The Company acknowledges the Staff’s comment.  In future filings, the Company will provide a tabular reconciliation of any non-GAAP measure presented (including, to the extent contained in any future filing, “product gross margin including Cercacor eliminated royalty expenses”) to the most directly comparable financial measure calculated and presented in accordance with GAAP, as well as a statement disclosing the reasons why management believes the presentation is useful to investors and a statement disclosing any additional purposes for which management may use such measure, if any.

Note 2. Summary of Significant Accounting Policies, page F-9

2.

 As previously requested in comment 1 of our letter dated May 21, 2015, please revise this note in future filings to disclose your accounting policy for loss contingencies. Refer to FASB ASC 235-10-5-50-1.

The Company acknowledges the Staff’s comment and will revise its applicable future filings on Form 10-K to include the Company’s accounting policy for litigation costs and loss contingencies in the note relating to significant accounting policies within its audited financial statements.  The Company respectfully advises the Staff that it has previously disclosed this accounting policy in the notes to its condensed consolidated financial statements included in Part I, Item 1 of its Quarterly Reports on Form 10-Q (under the heading “Litigation Costs and Contingencies”), including its most recent Form 10-Q for the Quarterly Period Ended April 2, 2016 that was filed with the Commission on May 4, 2016, and will continue to include this disclosure in the Company’s future filings on Form 10-Q.

Form 10-Q for the Quarterly Period Ended April 2, 2016

Note 3. Variable Interest Entity (VIE)

Cercacor, page 15

3.

 Please describe to us the changes in the capital structure of Cercacor and in its contractual relationships with you that resulted in your conclusion that you are no longer its primary beneficiary and that you should deconsolidate Cercacor as of January 2, 2016.  Explain to us in appropriate detail how these specific changes support your conclusion that you are no longer the primary beneficiary of the variable interest entity.  Refer to the guidance provided in ASC 810-10, including ASC 810-10-35-4.

The Company acknowledges the Staff’s comment and respectfully provides the following additional information to support its conclusion that Masimo is no longer the primary beneficiary of Cercacor and should deconsolidate Cercacor as of January 2, 2016:

Background:

Cercacor Laboratories, Inc. (“Cercacor”) is an independent entity that was spun off from Masimo to its stockholders in April 1998. Following the spin-off, Masimo and Cercacor entered into a cross-licensing agreement that has since been amended and restated, most recently as of January 1, 2007 (the “Cross-Licensing Agreement”).  The Cross-Licensing Agreement governs each party’s rights to certain intellectual property held by each company, including end-user markets, royalties and license fees.  A detailed discussion of the Cross-Licensing Agreement can be found in the

2

CONFIDENTIAL TREATMENT REQUESTED

BY MASIMO CORPORATION

UNDER 17 C.F.R. §200.83

MASI-0003

Company’s most recent Form 10-K for the year ended January 2, 2016 that was filed with the Commission on February 24, 2016.

Prior to January 2008, Cercacor shared facilities and various general and administrative functions with Masimo, which costs were, pursuant to the Cross-Licensing Agreement, cross-charged from Masimo to Cercacor.  Starting in 2009, in addition to its research and development and clinical staff, Cercacor began to build certain of its own internal general and administrative capabilities, including the addition of its own Chief Financial Officer in 2013.

In February 2009, in order to accelerate the development of the technology and product development supporting the Company’s Pronto-7® device, Cercacor agreed to re-direct a substantial amount of its engineering development activities to focus on this project, and Masimo agreed to reimburse Cercacor for all third-party engineering materials and supplies related to Pronto-7® and 50% to 60% of Cercacor’s total engineering and engineering-related payroll expenses.  This arrangement was discontinued by mutual agreement effective as of January 4, 2015.

From [***], Cercacor raised approximately $[***] in additional equity.  Following the completion of this equity infusion, Cercacor’s stockholders’ equity represented approximately [***] of its total assets as of [***]. Masimo does not directly own any shares of Cercacor.  However, Joe Kiani, Masimo’s Chairman and Chief Executive Officer, has also been Cercacor’s Chairman and Chief Executive Officer since Cercacor was incorporated and beneficially owns well below [***] of Cercacor’s outstanding common stock.  In addition, Jack Lasersohn served as an independent director on Cercacor’s board of directors through April 5, 2015, while also serving as an independent director on Masimo’s board of directors through April 20, 2016.

Analysis and Discussion:

Accounting Standards Codification (“ASC”) Topic 810, Consolidation, provides overall guidance on the accounting for variable interest entities (“VIEs”), and generally requires that a reporting entity reassess whether it is the primary beneficiary of a VIE whenever circumstances change that could impact such assessment.  Paragraph 810-10-35-4 specifically provides that the determination of whether a legal entity is a VIE shall be reconsidered whenever the VIE receives an additional equity investment that is at risk {810-10-35-4(d)}.

The Company considered the requirements within ASC 810-10-15-14 in evaluating whether Cercacor continued to be a VIE, including (a) whether Cercacor equity holders had insufficient equity at risk to finance Cercacor’s activities without additional subordinated financial support {810-10-15-14(a)}, and (b) whether Cercacor’s equity holders lacked any one of the three characteristics of a controlling financial interest {810-10-15-14(b)}.  Although the Company concluded that Cercacor’s equity holders possessed all of the necessary characteristics of a controlling financial interest, after considering Cercacor’s recent financial performance, as well as its recent equity infusion, the Company concluded that Cercacor’s equity holders continued to have insufficient equity at risk to finance Cercacor’s activities without additional subordinated financial support, and, therefore, Cercacor should still be considered a VIE.

Upon determining that Cercacor continued to be a VIE, the Company proceeded to evaluate whether it continued to be the primary beneficiary of Cercacor.  ASC 810-10-25-38A provides that a reporting person shall be deemed to be the primary beneficiary (e.g., possess a controlling financial interest) in a VIE if: (a) it has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance {810-25-38A(a)} and (b) it has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE {810-25-38A(b)}.  The Company’s evaluation of each of these requirements is further discussed below.

Power to direct Cercacor’s activities - Notwithstanding the fact that Mr. Kiani continues to serve as the Chairman and Chief Executive Officer of both Masimo and Cercacor, Mr. Kiani ultimately reports to and serves in such capacities at the pleasure of Cercacor’s board of directors and Masimo’s board of directors.  As a result, even though Mr. Kiani is a de facto agent of Masimo, he is not the single decision maker of Cercacor since he does not own a majority ownership interest in Cercacor. Moreover, Mr. Kiani is only one of six members of Cercacor’s board of directors.  Furthermore, given that Cercacor is deemed to be a “related person” under Masimo’s Related Person Transactions Policy, Mr. Kiani’s authority to direct the activities of Cercacor in matters relating to Masimo are limited since such matters would have to approved by the Nominating, Compliance and Corporate Governance Committee of Masimo’s board of directors, which is comprised solely of independent directors of Masimo and of which Mr. Kiani is not a member.  In addition, Masimo’s own ability to direct and/or substantially influence the activities of Cercacor (indirectly through de facto

3

CONFIDENTIAL TREATMENT REQUESTED

BY MASIMO CORPORATION

UNDER 17 C.F.R. §200.83

MASI-0004

agents and as its sole customer and source of cash) has continued to significantly diminish over the past several years.  The most recent changes have included:

•

 termination of the Pronto 7® funding arrangement (that had effectively provided Masimo with an ability to focus/direct Cercacor’s research and development efforts towards projects that were beneficial to Masimo) at the end of fiscal year 2014;

•

 the primary focus of Cercacor’s fiscal year 2015 and fiscal year 2016 research and development activities on Cercacor-centric projects, including [***] and, more importantly, the development of Ember™, a non-invasive hemoglobin tracker for athletes that Cercacor anticipates will begin shipping and generating revenue for Cercacor in fiscal year [***];

•

 the resignation of Jack Lasersohn from the Cercacor board of directors in April 2015; and

•

 a stock offering by Cercacor to its existing stockholders that commenced in [***] and ended in [***], providing Cercacor with $[***] in additional equity and cash, substantially eliminating any financial dependency on Masimo (outside of the contractual relationship under the Cross-Licensing Agreement), and any possibility for Masimo to influence Cercacor’s operating activities.

Given these facts, the Company concluded that it no longer possessed the power or ability to direct or substantially influence the activities that most significantly impact Cercacor’s economic performance as of January 3, 2016.

Obligation to absorb Cercacor losses or the right to receive Cercacor benefits - Masimo has never had a direct obligation to absorb losses generated by Cercacor, or any right to profits or gains generated from Cercacor’s operations.  However, given that (a) the minimum royalty provisions under the Cross-Licensing Agreement exceeded Masimo’s royalty liability based on its actual sales through fiscal year 2012; (b) Masimo funded 50% to 60% of Cercacor’s total research and development payroll costs through 2014; and (c) prior to  Cercacor’s recent equity offering and its recent introduction of Ember™, Masimo had been the only source of Cercacor’s working capital; Masimo could have been previously deemed to implicitly absorb losses/costs that would otherwise have been significant to Cercacor.  This potential “implicit” absorption of Cercacor losses has been eliminated in recent years due to the higher Masimo sales of rainbow® products (yielding royalty obligations above the contractual minimum), the termination of the Pronto 7® funding arrangement, the recent equity infusion by Cercacor’s stockholders and Cercacor’s impending ability to generate revenue from sources other than Masimo.  In addition, although Masimo continues to hold an option to license additional non-vital signs measurements developed by Cercacor in the future, such relationship is governed by the contractual terms of the Cross-Licensing Agreement.  Therefore, Cercacor’s common equity holders have the sole obligation to absorb Cercacor’s losses and the sole right to receive any residual returns from Cercacor’s operations (in the form of dividends, a sale of Cercacor or otherwise).

Given the recent culmination of significant changes in the relationship between Masimo and Cercacor, as well as the stock offering by Cercacor to its existing stockholders that commenced in [***] and ended in [***], the Company concluded that it had neither (a) the power to direct the activities of Cercacor that most significantly impact its economic performance; nor (b) the obligation to absorb losses of Cercacor or the right to receive benefits from Cercacor that could be significant.  As a result, the Company determined that it was no longer the primary beneficiary of Cercacor as of January 2, 2016, and, therefore, should no longer include Cercacor in the Company’s consolidated financial results as of such date.

Masimo Corporation respectfull

CORRESP
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		Document

June 20, 2016

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

Attn:

 Mr. Kevin K. Kuhar

Accounting Branch Chief, Office of Electronics and Machinery

VIA EDGAR

Re:

 Masimo Corporation

Form 10-K for the Fiscal Year Ended January 2, 2016

Filed February 24, 2016

Form 10-Q for the Quarterly Period Ended April 2, 2016

Filed May 4, 2016

File No. 001-33642

Dear Mr. Kuhar:

Masimo Corporation (the “Company”) acknowledges receipt of the comment letter from the staff of the Securities and Exchange Commission (the “Staff”), dated June 9, 2016, relating to the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2016 (the “Comment Letter”). The Comment Letter requests that the Company respond to the Staff’s comments within ten business days or advise the Staff as soon as possible when the Company will respond.

As discussed with Mr. Geoffrey Kruczek, Senior Attorney, by telephone conversation with Samantha Eldredge of Paul Hastings LLP (the Company’s outside counsel) on June 20, 2016, this correspondence confirms the Company’s request for an extension of time so that it can devote appropriate time and resources to preparing the Company’s response to the Comment Letter. Per the conversation between Mr. Kruczek and Ms. Eldredge, it is the Company’s understanding that the Company will have until June 30, 2016 to respond to the Comment Letter.

Please direct any questions or comments you have regarding this request to the undersigned by phone at (949) 297-7025 or Samantha Eldredge of Paul Hastings LLP at (650) 320-1838.

Sincerely,

By: /s/ DAVID J. VAN RAMSHORST

Name: David J. Van Ramshorst

Title: Chief Accounting Officer, Masimo Corporation

cc:

 Mark de Raad, Executive Vice President & Chief Financial Officer, Masimo Corporation

Samantha Eldredge, Paul Hastings LLP

Doug McCombs, Grant Thornton LLP

Sarah Stark, Grant Thornton LLP

Mail Stop 3030
June 9 , 2016

Via E -mail
Mr. Mark P. de Raad
Executive Vice President and Chief Financial Officer
Masimo Corporation
52 Discovery
Irvine, CA   92618

Re: Masimo  Corporation
 Form 10-K for the Fiscal Year Ended January 2 , 201 6
 Filed February 24 , 201 6
Form 10 -Q for the Quarterly Period Ended April 2, 2016
Filed May 4, 2016
File No. 001-33642

Dear Mr. de Raad :

We have reviewed your filing an d 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  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts a nd circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended January 2 , 201 6

Item 7. Management’s Discussion and Analysis of Financial C ondition and Results of
Operations

Gross Profit, page 60

1. In the last sentence of this discussion you present a non -GAAP measure , i.e.,  product
gross profit margin including Cercacor eliminated royalty expenses , but we note that you
did not provide any o f the disclosures required by Item 10(e)(1) of Regulation S -K for
that measure. To the extent that you continue to present similar non -GAAP measures in
your future filings, please revise your presentations to fully comply with that guidance,
including prov iding a reconciliation to the most directly comparable GAAP measure, a

Mr. Mark P. de Raad
Masimo Corporation
June 9 , 2016
Page 2

 statement disclosing the reasons why management believes the presentation is useful to
investors and a statement disclosing any additional purposes managements uses the
measure.  This c omment also applies to your Forms 10 -Q.

Note 2. Summary of Significant Accounting Policies, page F -9

2. As previously requested in comment 1 of our letter dated May 21, 2015, please revise this
note in future filings to disclose your accounting policy for loss contingencies.  Refer to
FASB ASC 235 -10-50-1.

Form 10 -Q for the Quarterly Period Ended April 2, 2016

Note 3. Variable Interest Entity (VIE)

Cercacor, page 15

3. Please describe to us the changes in the capital structure of Cercacor and in its contra ctual
relationships with you that resulted in your conclusion that you are no longer its primary
beneficiary and that you should deconsolidate Cercacor as of January 3, 2016.  Explain to
us in appropriate detail how these specific changes support your conc lusion that you are
no longer the primary beneficiary of the variable interest entity. Refer to the guidance
provided in ASC 810 -10, including ASC 810 -10-35-4.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Mark P. de Raad
Masimo Corporation
June 9 , 2016
Page 3

 You may contact David Burton  at (202) 551 -3626, or me at (202) 551 -3662 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Brian Soares  at (202) 551 -3580  or Geoffrey Kruczek , Senior Attorney,  at (202) 551 -3641 with
any other questions.

Sincerely,

 /s/ Kevin J.  Kuhar

 Kevin J. Kuhar
           Accounting Branch Chief
           Office of Electronics and Machinery

June 9, 2015

Via E -mail
Mr. Joe Kiani
Chief Executive Officer
Masimo Corporation
52 Discovery
Irvine, CA  92618

Re: Masimo Corporation
 Form 10-K for the Fiscal Year Ended January 3, 2015
Filed February 17, 2015
File No. 001 -33642

Dear Mr. Kiani :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are re sponsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

       /s/ Brian Cascio  for

        Martin James
        Senior Assistant Chief Accountant

CORRESP
1
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		MASI-2015.05.29-CORRESP

May 29, 2015

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn:

 Mr. Martin James

Senior Assistant Chief Accountant

Re:

 Masimo Corporation

Form 10-K for the Fiscal Year Ended January 3, 2015

Filed February 17, 2015

Form 8-K dated May 6, 2015

Filed May 6, 2015

File No. 001-33642

Dear Mr. James:

This letter responds to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Mr. Joe Kiani, Chairman and Chief Executive Officer of Masimo Corporation (the “Company”), in the letter dated May 21, 2015 (the “Comment Letter”) regarding the above-referenced Annual Report on Form 10-K for the year ended January 3, 2015 filed with the Commission on February 17, 2015, and the Current Report on Form 8-K filed with the Commission on May 6, 2015.

Set forth below are the Staff’s comments (in italics) and the Company’s responses thereto, organized as set forth in the Comment Letter.

Form 10-K Fiscal Year Ended January 3, 2015

Note 2. Summary of Significant Accounting Policies, page F-8

1.

 We note your disclosure relating to litigation costs and contingencies in Note 15 and in MD&A on page 71. Please revise future filings to include your accounting policy for loss contingencies in the notes to the audited financial statements. Refer to FASB ASC 235-10-50-1.

The Company acknowledges the Staff’s comment and will revise its applicable future filings to include the Company’s accounting policy for litigation costs and loss contingencies in the notes to its audited financial statements.

Note 15. Commitments and Contingencies, page F-28

2.

 We note that in discussing many of the litigation matters on pages F-30 through F-32 you disclose that you “believe [you] have good and substantial defenses…but there is no guarantee that [you] will prevail.” In future filings, in addition to disclosing the nature of the contingency, please revise the note to provide all the disclosures required by ASC 450-20-50. As applicable, disclose the estimate of possible loss, or range of loss or include a statement that such an estimate cannot be made. Further, if there is at least a reasonable possibility that a loss exceeding amounts already recognized may be incurred, revise to either disclose an estimate of the additional loss or range of loss, or state that such an estimate cannot be made.

The Company acknowledges the Staff’s comment and will revise its applicable future filings to, in addition to disclosing the nature of the contingency, provide all the disclosures required by Financial Accounting Standards Board (“FASB”)Accounting Standards Codification (“ASC”) 450-20-50, including the estimate of possible loss, or range of loss, or a statement that such an estimate cannot be made. In addition, the Company confirms that in its applicable future filings, if there is at least a reasonable possibility that a loss exceeding amounts already recognized by the Company may be incurred, the Company will revise its disclosure to either disclose an estimate of the additional loss or range of loss, or state that such an estimate cannot be made.

Note 16. Segment Information and Enterprise Reporting, page F-32

3.

 We note your disclosure in this note that your assets are primarily located in the United States but also note the discussion of properties in Item 2 on page 49. Please revise future filings to provide the disclosures required by FASB ASC 280-10-50-41(b). In this regard, you should separately quantify the long-lived assets in your country of domicile (United States) and all foreign countries. See also ASC 280-10-55-23.

The Company acknowledges the Staff’s comment and will revise its applicable future filings to provide the disclosures required by FASB ASC 280-10-50-41(b), including the separate quantification and disclosure of long-lived assets in the United States and all foreign countries.

Form 8-K dated May 6, 2015

Exhibit 99.1

4.

 We note your reconciliation of GAAP to non-GAAP Condensed Consolidated Statements of Income. Please tell us how you considered the guidance set forth in Question 102.10 of our Compliance and Disclosure Interpretations on Non-GAAP Financial Measures, which indicates that it is generally not appropriate to present a non-GAAP income statement for purposes of reconciling non-GAAP financial measures to the most directly comparable GAAP financial measures.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company previously presented a non-GAAP income statement to address the complexity of the Company’s reconciling items in a format that the Company believed best promoted the understanding by its investors and stockholders of each non-GAAP financial measure and its relationship with the most directly comparable GAAP financial measure.

Notwithstanding the foregoing, the Company will revise the manner in which it presents reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures going forward. Beginning with the Company’s earnings release for the quarter ending July 4, 2015, rather than present the Company’s reconciliation in the form of a full “adjusted” income statement, the Company will only provide tabular reconciliations for the most directly comparable financial measures calculated and presented in accordance with GAAP.

*********

2

In connection with the Company’s responses to the comments of the Staff set forth herein, the Company acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me if you have any further comments or need additional information with respect to the filing. The Company’s future filings will reflect our indicated responses, as applicable.

Sincerely,

/s/ MARK P. DE RAAD

Mark P. de Raad

Executive Vice President & Chief Financial Officer

cc:

 David Van Ramshorst, Chief Accounting Officer, Masimo Corporation

Jeff Hartlin, Paul Hastings LLP

Doug McCombs, Grant Thornton LLP

3

May 2 1, 2015

Via E -mail
Mr. Joe Kiani
Chief Executive Officer
Masimo  Corporation
52 Discovery
Irvine, CA  92618

Re: Masimo Corporation
 Form 10-K for the Fiscal Year Ended January 3, 2015
Filed February 17, 2015
Form 8 -K dated May 6, 2015
Filed May 6, 2015
File No. 001-33642

Dear Mr. Kiani :

We have reviewed your filing an d 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  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and ci rcumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K Fiscal Year Ended January 3, 2015

Note 2. Summary of Significant Accounting Policies, page F -8

1. We note your disclosure relating to  litigation costs and c ontingencies  in Note  15 and in
MD&A on page 71. Please revise future filings to include your  accounting policy for loss
contingencies in the notes to the audited financial statements.  Refer to FASB  ASC 235 -
10-50-1.

Note 15.  Commitments and Contingencies , page F -28

2. We note that in discussing many of the litigation matters on pages F -30 through F -32 you
disclose  that you “believe [you] have good and substantial defenses…but there is no

Mr. Mr. Kiani
Masimo Corporation
May 2 1, 2015
Page 2

 guarantee that [you] will prevail.”  In future filings, in addition to disclosing the nature of
the contingency, please revise the note to provide all the disclosures required by ASC
450-20-50.  As applicable, disclose the estimate of possible loss, or ran ge of loss or
include a statement that such an estimate cannot be made.  Further, i f there is at least a
reasonable possibility that a loss exceeding amounts already recognized may be incurred,
revise to either disclose an estimate of the additional loss o r range of loss, or state that
such an estimate  cannot be made.

Note 16.   Segment Information and Enterprise Reporting, page F -32

3. We note y our disclosure in this note that your assets are primarily located in the U nited
States  but also note the discuss ion of properties in Item 2 on page 49.   Please revise
future filings to provide the disclosures required by FASB ASC 280 -10-50-41(b).  In this
regard, you should separately quantify the long -lived assets in your country of domicile
(United States) and all foreign countries.  See also ASC 280 -10-55-23.

Form 8 -K dated  May 6, 2015

Exhibit 99.1

4. We note your reconciliation of GAAP to non -GAAP Condensed Consolidated Statements
of Income.  Please tell us how you  considered the guidance set forth in Question 102.10
of our Compliance and Di sclosure Interpretation s on Non-GAAP Financial Measures ,
which indicates that it is generally not appropriate to present a non -GAAP income
statem ent for purposes of reconciling non -GAAP financial measures to the most directly
comparable GAAP financial measures.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inc ludes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adeq uacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person u nder the federal securities laws of the United States.

Mr. Mr. Kiani
Masimo Corporation
May 2 1, 2015
Page 3

 You may contact Tara Harkins at (202) 551 -3639 or Eric Atallah , Senior  Accountant,  at
(202) 551 -3663 if you have questions regarding comments on the financial statements and
related matters . You may al so contact me at (202) 551 -3671.

       Sincerely,

       /s/ Martin James

        Martin James
        Senior Assistant Chief Accountant

May 2, 2012

Via E-mail

Mr. Mark P. de Raad Executive Vice President    and Chief Financial Officer Masimo Corporation 40 Parker Irvine, California 92618   RE: Masimo Corporation
  Form 10-K for Fiscal Ye ar Ended December 31, 2011
  Filed February 17, 2012   File No. 001-33642

Dear Mr. de Raad:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

 Sincerely,
  /s/ Martin James
Martin James Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

 April 24, 2012

VIA EDGAR (“CORRESP”) AND OVERNIGHT MAIL

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:
Mr. Jeffrey Jaramillo

Re:
Masimo Corporation

Form 10-K for Fiscal Year Ended December 31, 2011

Filed February 17, 2012

Form 8-K Dated February 14, 2012

Filed February 14, 2012

File No. 001-33642

 Dear
Mr. Jaramillo:

 Reference is made to the letter from the staff of the Commission (the
“Staff”), dated April 12, 2012, to Masimo Corporation (the “Company”) with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2011 and the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2012 (the “Comment
Letter”). The numbering of the paragraphs below corresponds to the numbering in the Comment Letter, the text of which we have incorporated into this response letter for convenience.

Staff Comments and Company Responses

Form 10-K for the Fiscal Year Ended December 31, 2011

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 52

 Critical Accounting Estimates, page 59

 Inventory/Reserves for Excess or Obsolete
Inventory, page 59

 1.    We see disclosures herein that you maintain a general inventory reserve based on your
estimate of future limitations on your ability to utilize the inventory on hand. In light of the referenced disclosures, please tell us how your inventory valuation policies comply with the guidance at SAB Topic 5 (BB).

The Company respectfully advises that Staff that the Company’s “general inventory reserve” is a detailed inventory reserve analysis that
the Company performs each reporting period. The

 - 1 -

Company develops its inventory reserve based on an evaluation of the expected future use of the Company’s inventory on an item by item basis. The Company applies historical obsolescence
rates to estimate the loss on inventory expected to have a recovery value below cost. The Company’s historical obsolescence rates are developed from the Company’s experience for major categories of inventory, which are then applied to
excess inventory on an item-by-item basis. The Company also develops other specific inventory reserves when it becomes aware of other unique events that result in a known recovery value below cost. For inventory items that have been written down,
either due to the inventory reserve analysis or due to a specific event, the reduced value becomes the new cost basis. The new cost basis of an inventory item is not marked up in subsequent periods. The Company believes its valuation policies comply
with the guidance contained in Staff Accounting Bulletin Topic 5 (BB) “Inventory Valuation Allowances.”

 The Company advises the
Staff that in future filings the Company will modify its disclosure of this critical accounting estimate by substituting the Company’s reference to a general inventory reserve with an expanded description of the Company’s estimation
process. The Company expects that its revised description, which will be included in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2012, will be substantially as follows:

“Inventories are stated at the lower of cost or market. Cost is determined using a standard cost method, which approximates FIFO
(first-in, first-out). Inventory valuation reserves are recorded for materials that have become obsolete or are no longer used in current production and for inventory that has a market value less than the carrying value in inventory. We generally
purchase raw materials in quantities that we anticipate will be fully used within one year. However, changes in operating strategy and customer demand, and frequent unpredictable fluctuations in market values for such materials can limit our ability
to effectively utilize all of the raw materials purchased and sold through resulting finished goods to customers for a profit. We regularly monitor potential inventory excess, obsolescence and lower market values compared to standard costs and, when
necessary, reduce the carrying amount of our inventory to its market value.

 We develop our inventory reserve based on an
evaluation of the expected future use of our inventory on an item by item basis. We apply historical obsolescence rates to estimate the loss on inventory expected to have a recovery value below cost. Our historical obsolescence rates are developed
from our company specific experience for major categories of inventory, which are then applied to excess inventory on an item by item basis. We also develop other specific inventory reserves when we become aware of other unique events that result in
a known recovery value below cost. For inventory items that have been written down, either due to the inventory reserve analysis or due to a specific event, the reduced value becomes the new cost basis. The new cost basis of an inventory item is not
marked up in subsequent periods. Our inventory reserve was $[amount] and

 - 2 -

$[amount] at [date] and [date], respectively. If our estimates for potential inventory losses prove to be too low, then our future earnings will be affected when the related additional inventory
losses are recorded.”

 Form 8-K Dated and Filed February 14, 2012

 Item 2.02 and Item 9.01

 Exhibit 99.1

2.    We see that in this exhibit you disclose non-GAAP financial measures, including “adjusted net income” and
“adjusted EPS” as well as a percentage increase in rainbow revenues excluding the U.S. military order. However, we do not see where you provided the disclosures required by Item 10(e)(1)(i) of Regulation SK. With a view towards
revised disclosure in future filings, please provide us with a revised Item 2.02 of your Form 8-K and a discussion of your results that complies with Item 10(e)(1)(i) of Regulation S-K. All reconciliations presented should be sufficiently
detailed to allow a reader to understand the nature of the reconciling items. In addition, please confirm that in future periods you will comply with the requirements of Regulation G whenever you publicly disclose material information that includes
a non-GAAP financial measure.

 In response to the Staff’s comment, the Company has presented, as Exhibit A to this letter, how it
would have disclosed Item 2.02 of the Company’s Current Report on Form 8-K filed with the Commission on February 14, 2012 to incorporate the requirements of Item 10(e)(1)(i) of Regulation S-K. The disclosure contained Exhibit A
is marked to show changes against the Company’s previously filed disclosure. The Company believes that the reconciliations presented in Exhibit A are sufficiently detailed to allow a reader to understand the nature of the reconciling items.

 The Company confirms that in future periods the Company will comply with the requirements of Regulation G whenever the Company publicly
discloses material information that includes a non-GAAP financial measure.

 * * * * * * * * * *

The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 - 3 -

 Please advise us if we can provide any
further information or assistance to facilitate your review. Please direct any further comments or questions regarding this response letter to me at (949) 297-7041 or Jeff Hartlin, outside counsel to the Company, at
(650) 320-1804.

 Sincerely,

Masimo Corporation

By:

     /s/ MARK P. DE
RAAD

Name: Mark P. de Raad

Title: Executive Vice President & Chief Financial Officer

 cc:   Jeff Hartlin, Paul Hastings LLP

 - 4 -

 EXHIBIT A

 Item 2.02. Results of Operations and Financial Condition.

 On February 14, 2012, Masimo Corporation (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2011. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 In accordance with General Instruction B.2 of
Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.

 - 5 -

 Exhibit 99.1

 Masimo Reports Fourth Quarter and Full Year 2011 Financial Results;

Provides 2012 Financial Guidance

 Q4 2011 Highlights (compared to Q4 2010):

•

 Total revenue, including royalties, rose 6% to $112.3 million.

•

 Product revenue rose 12% to $104.7 million.

•

 Shipped 34,400 Masimo
SET® and Masimo rainbow® SET units.

•

 Masimo rainbow revenue rose 16% to $9.8 million.

•

 GAAP EPS was $0.23 versus $0.26 in the year-ago period. Excluding one-time items in Q4 2010, GAAP EPS declined 21% in Q4 2011, compared to adjusted EPS
of $0.29 in Q4 2010.

 Full Year 2011 Highlights (compared to 2010):

•

 Total revenue, including royalties, rose 8% to $439.0 million.

•

 Product revenue rose 14% to $406.5 million.

•

 Shipped 148,200 Masimo
SET® and Masimo rainbow® SET units, increasing worldwide installed base by 15%.

•

 Masimo rainbow revenue rose 4% to $34.1 million. Excluding the 2010 U.S. military order, rainbow revenue rose 18%.

•

 GAAP EPS was $1.05 versus $1.21 in 2010, which included a one-time net gain of $0.18. Excluding one-time items in 2010, GAAP EPS rose 2% in 2011 from
$1.03.

 Irvine, California, February 14, 2012 – Masimo (NASDAQ: MASI) today announced its financial results
for the fourth quarter and year ended December 31, 2011.

 Masimo’s total fourth quarter revenue, including royalties, rose 6% to
$112.3 million, compared to $105.6 million for the fourth quarter of 2010. Fourth quarter 2011 product revenue rose 12% to $104.7 million, compared to $93.8 million for the fourth quarter of 2010. For the fourth quarter of 2011, the company’s
worldwide end-user business grew 17% and represented 86% of product revenue. OEM sales, which represented the remaining 14% of product revenue, declined 12% in the fourth quarter of 2011, compared to the same period in 2010. Revenue from Masimo
rainbow product sales rose 16% to $9.8 million in the fourth quarter, compared to $8.4 million for the fourth quarter of 2010.

 Net
income for the fourth quarter was $13.8 million, or $0.23 per diluted share, compared to reported net income of $16.1 million, or $0.26 per diluted share, in the fourth quarter of 2010. Excluding one-time expenses in the year-ago period,
Masimo’s adjusted net income and adjusted earnings per share for the fourth quarter of 2010 were $17.5 million and $0.29, respectively.

For 2011, Masimo’s total revenue rose 8% to $439.0 million, compared to $405.4 million in 2010. The company’s product revenue rose 14% to
$406.5 million, compared to $356.4 million in 2010. Revenue from Masimo rainbow products rose 4% to $34.1 million, compared to $32.9 million in 2010. Excluding the $4.0 million U.S. military order in 2010 that did not repeat in 2011, rainbow revenue
grew by 18%. Royalty revenue declined from $49.0 million in 2010 to $32.5 million in 2011.

 Masimo’s net income for 2011 was $63.7
million, or $1.05 per diluted share, compared to 2010 net income of $73.5 million, or $1.21 per diluted share, which included $0.18 from the net of a one-time gain related to $30.8 million in antitrust proceeds from Covidien and offset by $14.7
million in one-time expenses. Excluding one-time items in 2010, Masimo’s 2010 adjusted net income and adjusted earnings per share were $62.5 million and $1.03, respectively.

 During the fourth quarter, the company shipped approximately 34,400 Masimo SET pulse oximetry and Masimo
rainbow SET Pulse CO-Oximetry units, excluding handheld units, down 18% compared to approximately 41,800 in the same prior-year period. For 2011, Masimo shipped approximately 148,200 Masimo SET pulse oximetry and Masimo rainbow SET Pulse CO-Oximetry
units, excluding handheld units, down 2% compared to approximately 153,200 in 2010. Masimo estimates its worldwide installed base as of December 31, 2011 to be 979,000 units, up 15% from 855,000 units as of January 1, 2011.

Joe Kiani, Chairman and Chief Executive Officer of Masimo, said, “Masimo finished 2011 with a 12% rise in fourth quarter product revenue, including
17% growth in our direct business. Strong double-digit sales growth in our U.S. acute care channel and international business, as well as a 16% increase in rainbow revenue, drove our product revenue performance in the quarter. We also grew our
worldwide installed base by 15%, expanding our global reach and demonstrating the continuing demand for our superior Masimo SET pulse oximetry and rainbow SET Pulse CO-Oximetry technology.”

As of December 31, 2011, cash and cash equivalents were $129.9 million, compared to $88.3 million as of January 1, 2011. During the fourth
quarter, the company used approximately $36 million in cash to purchase approximately 1.8 million shares of its common stock under a stock repurchase program authorized by the Board of Directors in mid-2011.

2012 Financial Guidance

 Masimo expects
fiscal 2012 total revenue to be approximately $483 million, including product revenue of $455 million and royalty revenue of $28 million. Included within the 2012 product revenue guidance is a rainbow revenue expectation of $45 million. The company
expects fiscal 2012 GAAP earnings per share to be $1.20. Each of the components of Masimo’s guidance set forth above is an estimate only and actual performance could differ.

 Conference Call

 Masimo will hold a conference call today at 1:30 p.m. PT (4:30 p.m. ET) to
discuss the results. A live webcast of the conference call will be available online from the investor relations page of the company’s corporate website at www.masimo.com. The dial-in numbers are (888) 520-7182 for domestic callers
and +1 (706) 758-3929 for international callers. The reservation code for both dial-in numbers is 42982286. After the live webcast, the call will be available on Masimo’s website through March 14, 2012. In addition, a telephonic
replay of the call will be available through February 28, 2012. The replay dial-in numbers are (800) 585-8367 for domestic callers and +1 (855) 859-2056 for international callers. Please use reservation code 42982286

About Masimo

 Masimo
(NASDAQ: MASI) is the global leader in innovative noninvasive monitoring technologies that significantly improve patient care—helping solve “unsolvable” problems. In 1995, the company debuted Measure-Through Motion and Low Perfusion
pulse oximetry, known as Masimo SET®, which virtually eliminated false alarms and increased pulse
oximetry’s ability to detect life-threatening events. More than 100 independent and objective studies demonstrate Masimo SET provides the most reliable SpO2 and pulse rate measurements even under the most challenging clinical conditions,
including patient motion and low peripheral perfusion. In 2005, Masimo introduced rainbow® SET Pulse
CO-Oximetry™ technology, allowing noninvasive and continuous monitoring of blood constituents that previously required invasive procedures, including total hemoglobin (SpHb®), oxygen content (SpOC™), carboxyhemoglobin (SpCO®), methemoglobin (SpMet®), and
P

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

April 12, 2012

Via E-mail
Mr. Mark P. de Raad Executive Vice President and Chief Financial Officer Masimo Corporation 40 Parker Irvine, California 92618   RE: Masimo Corporation
  Form 10-K for Fiscal Ye ar Ended December 31, 2011
  Filed February 17, 2012   Form 8-K Dated February 14, 2012   Filed February 14, 2012
File No. 001-33642

Dear Mr. de Raad:
We have reviewed your filing and have the following comments.  We have limited
our review to only your financial statements and related disclosures and do not intend to
expand our review to other portions of your documents.  In some of our comments, we may
ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances please tell us why in your
response.
After reviewing the information you provide in response to these comments, we may
have additional comments.

Mark P. de Raad
Masimo Corporation April 12, 2012 Page 2
 Form 10-K for the Fiscal Year Ended December 31, 2011

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 52
 Critical Accounting Estimates, page 59

 Inventory/Reserves for Excess or  Obsolete Inventory, page 59

1. We see disclosures herein that you maintain a general inventory reserve  based on
your estimate of future limitations on your  ability to utilize the inventory on hand.
In light of the referenced disclosures, please tell us how your inventory valuation
policies comply with the gui dance at SAB Topic 5 (BB).

Form 8-K Dated and Filed February 14, 2012
 Item 2.02 and Item 9.01

 Exhibit 99.1

2. We see that in this exhibit you disclo se non-GAAP financial measures, including
“adjusted net income” and “adjusted EPS” as well as a percentage increase in
rainbow revenues excluding the U.S. military order.  However, we do not see where you provided the disclosures require d by Item 10(e)(1)(i) of Regulation S-
K.  With a view towards revised disclosure in future filings, please provide us with a revised Item 2.02 of your Form 8- K and a discussion of your results that
complies with Item 10(e)(1)(i) of Regulat ion S-K.  All reconciliations presented
should be sufficiently detailed to allow a reader to understand the nature of the
reconciling items.  In addition, please c onfirm that in future periods you will
comply with the requirements of Regul ation G whenever you publicly disclose
material information that incl udes a non-GAAP financial measure.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and
its management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

Mark P. de Raad
Masimo Corporation April 12, 2012 Page 3
  staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

You may contact Dennis Hult, Staff A ccountant, at (202) 551-3618 or Jay Webb,
Reviewing Accountant, at ( 202) 551-3603 if you have ques tions regarding comments on
the financial statements and related matters .  Please contact me at (202) 551-3212 with
any other questions.
Sincerely,
         / s /  J a y  W e b b  “ f o r ”
Jeffrey Jaramillo    Accounting Branch Chief
 cc: Jeff Hartlin, corporate counsel