Scannell Timothy J 4
4 · MASIMO CORP · Filed Jun 12, 2026
Research Summary
AI-generated summary of this filing
Masimo Director Timothy Scannell Receives $670,860 in Merger Cash
What Happened
Timothy J. Scannell, a director of Masimo Corporation (MASI), had his Masimo common shares and restricted stock units (RSUs) converted into cash as part of Masimo’s June 10, 2026 merger with Danaher. Specifically, 2,608 shares were delivered to the issuer at $180.00 per share for $469,440, and 1,119 RSUs (derivative units) were canceled and converted into cash at the same $180 per-share merger consideration (1,119 × $180 = $201,420). Total cash consideration received equals $670,860. These were dispositions to the issuer under the merger agreement, not open‑market trades.
Key Details
- Transaction date: June 10, 2026 (effective time of the merger). Filing date: June 12, 2026.
- Price / consideration: $180.00 per outstanding share (Per Share Merger Consideration).
- Items converted: 2,608 common shares (cash received $469,440) and 1,119 RSUs (cash value $201,420).
- Total cash received: $670,860.
- Shares owned after transaction: Outstanding common shares were canceled at the merger effective time; the insider no longer holds those common shares post-merger.
- Footnotes of note:
- The transactions reflect the Agreement and Plan of Merger by which Masimo became a wholly owned Danaher subsidiary and each share/RSU was converted into the right to receive $180 cash.
- The 1,119 RSUs represented an unvested portion of RSUs granted April 23, 2026 (scheduled to vest on the earlier of one year after grant or the next annual meeting); these were canceled and converted into cash at closing.
- Transaction type: Disposition to issuer due to merger (filing shows D / derivative conversion), not a routine open‑market sale.
Context
This activity is part of the merger closing process — company stock and director RSUs were canceled and converted into the agreed cash merger consideration. Such dispositions in an M&A context are procedural and reflect deal terms rather than a director selling shares on the open market; they should not be read as a traditional insider sell signal about company prospects.
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.