Statement of Changes in Beneficial Ownership (4)
April 20 2018 - 7:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Friedman Michael A
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2. Issuer Name
and
Ticker or Trading Symbol
INTUITIVE SURGICAL INC
[
ISRG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1020 KIFER ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/19/2018
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(Street)
SUNNYVALE, CA 94086
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/19/2018
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M
(1)
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513
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A
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$0.0
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3444
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D
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Common Stock
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4/20/2018
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M
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981
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A
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$213.97
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4425
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D
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Common Stock
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4/20/2018
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S
(2)
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981
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D
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$458.1376
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3444
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D
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Common Stock
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4/20/2018
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M
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1200
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A
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$185.7333
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4644
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D
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Common Stock
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4/20/2018
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S
(2)
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1200
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D
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$458.1376
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3444
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$185.7333
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4/20/2018
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M
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1200
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(3)
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7/23/2025
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Common Stock
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1200
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$0.0
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525
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D
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Non-Qualified Stock Option (right to buy)
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$213.97
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4/20/2018
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M
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981
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(4)
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4/21/2026
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Common Stock
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981
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$0.0
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0
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D
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Non-Qualified Stock Option (right to buy)
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$462.71
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4/19/2018
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A
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996
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(5)
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4/19/2028
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Common Stock
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996
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$0.0
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996
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D
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Restricted Stock Units
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$0.0
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4/19/2018
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M
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513
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(6)
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2/21/2018
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Common Stock
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513
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$0.0
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0
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D
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Restricted Stock Units
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$0.0
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4/19/2018
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A
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332
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(7)
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4/19/2022
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Common Stock
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332
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$0.0
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332
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D
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Explanation of Responses:
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(1)
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These shares were acquired from the vest and release of an RSU grant previously issued to the Filer.
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(2)
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These options were exercised and the underlying shares sold pursuant to a 10b5-1 trading plan adopted by the reporting person on February 23, 2018.
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(3)
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Non-statutory stock option granted pursuant to the Non-Employee Directors' Stock Option Plan. Option shall vest 1/3rd one year after the date of grant and 1/36th each month thereafter.
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(4)
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Options will vest 100% on the earlier of the first anniversary of the date of grant or the date of the next annual stockholders meeting.
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(5)
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Non-statutory stock option granted pursuant to the Non-Employee Directors' Stock Option Plan. Option shall vest 100% one year after the date of grant or at the next Shareholders Meeting, whichever should take place first, provided that vesting will cease on termination of the Directors service to the Company.
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(6)
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100% of the grant will vest on the anniversary date of the grant or the next Annual Shareholders Meeting, whichever takes place first, provided however that vesting will cease on termination of the Director's service to the company.
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(7)
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Restricted Stock Units (RSUs) are granted pursuant to the 2010 Incentive Award Plan. The RSUs fully vest on the first anniversary of the date of grant.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Friedman Michael A
1020 KIFER ROAD
SUNNYVALE, CA 94086
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X
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Signatures
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By: Lori Serrano For: Michael A Friedman
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4/20/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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