Dadswell Charles 4
4 · MASIMO CORP · Filed Jun 12, 2026
Research Summary
AI-generated summary of this filing
Masimo (MASI) EVP Charles Dadswell Disposes RSUs in Danaher Merger
What Happened
Charles Dadswell, Executive Vice President and General Counsel of Masimo (MASI), shows two derivative dispositions on June 10, 2026 totaling 22,147 units (11,886 + 10,261). No cash price is reported on the Form 4 because these were not open-market sales but adjustments related to the merger with Danaher: Masimo RSUs were assumed by Danaher and converted into Danaher RSUs per the merger agreement, so the Masimo RSU awards were disposed/cancelled and converted rather than sold for cash.
Key Details
- Transaction date: June 10, 2026 (effective date of the merger); Form 4 filed June 12, 2026 (timely).
- Reported dispositions: 11,886 and 10,261 derivative units (total 22,147). Price: N/A (no cash sale reported). Transaction code: D (Disposition to the issuer).
- Conversion mechanics: Per the merger agreement, Masimo RSUs were assumed by Danaher and converted using the formula $180.00 ÷ $183.33 (resulting in a slightly smaller number of Danaher RSUs per Masimo RSU).
- Awards affected: These dispositions represent the unvested portions of RSU grants from Oct 22, 2025 and Mar 6, 2026 (both vest ratably over four years).
- Shares owned after transaction: Not specified on the filing.
- Filing timeliness: Filed June 12, 2026 for June 10 transactions — appears timely (no late-filing flag in the report).
Context
These transactions are derivative adjustments tied to the corporate merger, not open-market sales or purchases; no cash proceeds or trading intent are indicated. For retail investors, note this is a corporate-action conversion of equity awards (RSUs) into the acquiror’s awards per the merger terms, and does not necessarily reflect the insider’s view of the stock.
Insider Transaction Report
- Disposition to Issuer
Restricted Stock Units
[F3][F2][F1]2026-06-10−11,886→ 0 total→ Common Stock (11,886 underlying) - Disposition to Issuer
Restricted Stock Units
[F4][F2][F1]2026-06-10−10,261→ 0 total→ Common Stock (10,261 underlying)
Footnotes (4)
- [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 the Issuer's common stock, par value $0.001 per share 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 October 22, 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.