LANE WENDY E 4
4 · MASIMO CORP · Filed Jun 12, 2026
Research Summary
AI-generated summary of this filing
Masimo (MASI) Director Wendy E. Lane Sells Shares in Danaher Merger
What Happened
Wendy E. Lane, a Masimo director, had 2,608 common shares and 1,119 restricted-stock-unit (RSU) equivalents converted into cash as part of Masimo’s merger with Danaher. The 2,608 common shares were converted at $180.00 per share ($469,440) and the 1,119 RSU-equivalents were also cashed out at $180.00 per share ($201,420), for total cash consideration of $670,860. This was a corporate cash-out under the merger agreement, not an open-market sale.
Key Details
- Transaction date: June 10, 2026 (effective time of the merger). Form 4 filed June 12, 2026 (timely within standard 2-business-day reporting window).
- Price/consideration: $180.00 per share (Per Share Merger Consideration).
- Shares/units involved: 2,608 common shares (Disposition to issuer) and 1,119 RSU-equivalents (derivative/converted).
- Cash received: $469,440 for common shares + $201,420 for RSUs = $670,860 total.
- Post-transaction status: At the merger effective time, outstanding common stock and RSUs were canceled and converted to cash per the merger agreement, so Lane no longer holds those Masimo common shares or those RSUs.
- Relevant filing footnotes: F1–F3 explain the Danaher merger and that outstanding common stock and non-employee director RSUs were canceled and converted to cash; F4 notes the 1,119 units were the unvested portion of an April 23, 2026 RSU grant.
- Transaction codes: D = disposition to issuer (merger conversion); the RSU line is a derivative conversion (no open-market trade).
Context
This filing documents a corporate cash-out tied to Masimo’s acquisition by Danaher, not a voluntary insider sale in the market. The RSU line reflects cancellation/settlement of equity awards (derivative conversion) at the merger price. Such merger-driven conversions indicate liquidity from the deal rather than a trading signal about the company’s stock.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-06-10$180.00/sh−2,608$469,440→ 0 total - Disposition to Issuer
Restricted Stock Units
[F4][F3][F1]2026-06-10−1,119→ 0 total→ Common Stock (1,119 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 share of the Issuer's common stock, par value $0.001 per share (the "Common Stock") issued and outstanding prior to the effective time of the Merger (other than certain excluded shares and dissenting shares) was canceled, extinguished and converted into the right to receive an amount in cash equal to $180.00 per share, without interest (the "Per Share Merger Consideration").
- [F3]On June 10, 2026, at the effective time of the Merger, each of the Issuer's restricted stock units ("RSUs") held by the Issuer's non-employee directors was canceled and converted into the right to receive an amount in cash equal to the Per Share Merger Consideration.
- [F4]Represents the unvested portion of RSUs granted on April 23, 2026, which award of RSUs was to vest on the earlier of the first anniversary of the grant date or the next annual meeting of stockholders following the date of grant.