Benner Tim 4
4 · MASIMO CORP · Filed Jun 12, 2026
Research Summary
AI-generated summary of this filing
Masimo CMO Tim Benner Disposes RSUs/Options in Danaher Merger
What Happened
Tim Benner, Chief Marketing Officer of Masimo Corporation (MASI), had several derivative awards disposed of in connection with Masimo’s merger into Danaher (effective June 10, 2026). The filing shows four dispositions: 1,163 and 6,128 restricted stock units (RSUs) were converted/assumed (no cash reported), 2,537 option-type awards were cashed out at $8.12 per share for $20,600, and 3,490 performance-based RSUs/awards were settled at $180.00 per share for $628,200. Total reported cash received for the two settled awards was $648,800. These were dispositions to the issuer arising from merger-related conversions and cash-outs — not open-market sales.
Key Details
- Transaction date: June 10, 2026 (effective time of the Merger). Form 4 filed June 12, 2026 (appears timely).
- Reported items:
- 1,163 RSUs — disposition to issuer — N/A (converted/assumed by Danaher) (see F2, F3).
- 6,128 RSUs — disposition to issuer — N/A (converted/assumed by Danaher) (see F2, F4).
- 2,537 derivative/option-type awards — $8.12 per share — $20,600 (cash settlement per cancellation of options; see F5).
- 3,490 PSUs/awards — $180.00 per share — $628,200 (cash settlement per cancellation/conversion of PSUs; see F6).
- Shares owned after transaction: not specified in the provided filing excerpt.
- Relevant footnotes:
- F1: Merger with Danaher effective June 10, 2026.
- F2: Most RSUs were assumed by Danaher and converted into Danaher RSUs using a conversion formula.
- F5: Stock options were canceled and converted into the right to receive the excess of $180.00 over the exercise price (cash-out).
- F6: PSUs were canceled and converted into $180.00 per underlying share (cash-out, subject to withholding).
- Transaction code: D = disposition to issuer (derivative settlement), not an open-market sale.
Context
These transactions arose from the corporate merger and represent award conversions and cash settlements rather than discretionary insider selling or buying. The $8.12 per-share amount reflects a cash payment after subtracting exercise price (a cash-out of options), while the $180.00 per-share payments reflect merger consideration for PSUs. For retail investors: merger-driven conversions/cash-outs are routine corporate-events and do not necessarily signal the insider’s view of the surviving company’s prospects.
Insider Transaction Report
- Disposition to Issuer
Restricted Stock Units
[F3][F2][F1]2026-06-10−1,163→ 0 total→ Common Stock (1,163 underlying) - Disposition to Issuer
Restricted Stock Units
[F4][F2][F1]2026-06-10−6,128→ 0 total→ Common Stock (6,128 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
[F5][F1]2026-06-10$8.12/sh−2,537$20,600→ 0 totalExercise: $171.88→ Common Stock (2,537 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit
[F7][F6][F1]2026-06-10$180.00/sh−3,490$628,200→ 0 total→ Common Stock (3,490 underlying)
Footnotes (7)
- [F1]On June 10, 2026, pursuant to the Agreement and Plan of Merger, dated February 16, 2026, by and among Masimo Corporation (the "Issuer"), Danaher Corporation ("Parent"), and Mobius Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").
- [F2]On June 10, 2026, at the effective time of the Merger, each of the Issuer's restricted stock units ("RSUs") (other than certain RSUs held by the Issuer's non-employee directors) was assumed by Parent and converted into a number of RSUs of Parent equal to the product of the number of shares of Parent common stock equal to the number of shares of Common Stock underlying such RSU multiplied by the quotient of (a) $180.00 per share, without interest, divided by (b) the volume-weighted average trading price per share of Parent's common stock for the ten trading day period ending on and including June 10, 2026 ($183.33).
- [F3]Represents the unvested portion of RSUs granted on June 9, 2025, which award of RSUs was to vest ratably over four years.
- [F4]Represents the unvested portion of RSUs granted on March 6, 2026, which award of RSUs was to vest ratably over four years.
- [F5]On June 10, 2026, at the effective time of the Merger, each of the Issuer's stock options outstanding as of immediately prior to the effective time of the Merger, whether vested or unvested, were canceled and converted into the right to receive, for each share of the Issuer's common stock, par value $0.001 per share (the "Common Stock") subject to such option, the excess, if any, of $180.00 per share over the exercise price per share of such option, without interest and less any applicable tax withholding.
- [F6]On June 10, 2026, at the effective time of the Merger, each of the Issuer's performance-based restricted stock units ("PSUs") outstanding as of immediately prior to the effective time of the Merger, as determined at target performance, were canceled and converted into the right to receive $180.00 for each share of Common Stock underlying such award of PSUs, without interest and less any applicable tax withholding.
- [F7]Represents the PSUs granted on June 9, 2025, which represented the right to receive shares of Common Stock over a three year performance period, determined at target performance.