Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MOHR MARSHALL

(Last)

(First)

(Middle)

1020 KIFER ROAD

(Street)

SUNNYVALE

94086

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTUITIVE SURGICAL INC [ ISRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP Global Business S

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2024		M⁽¹⁾		13,530	A	$242.3367	40,407	D
Common Stock	02/28/2024		S⁽¹⁾		13,530	D	$385.0805⁽²⁾	26,877	D
Common Stock	02/28/2024		M⁽¹⁾		13,530	A	$177.9867	40,407	D
Common Stock	02/28/2024		S⁽¹⁾		13,530	D	$385.0805⁽²⁾	26,877	D
Common Stock	02/28/2024		M⁽¹⁾		10,500	A	$166.6233	37,377	D
Common Stock	02/28/2024		S⁽¹⁾		10,500	D	$385.0805⁽²⁾	26,877	D
Common Stock	02/28/2024		M⁽¹⁾		12,750	A	$174.2567	39,627	D
Common Stock	02/28/2024		S⁽¹⁾		12,750	D	$385.0805⁽²⁾	26,877	D
Common Stock	02/28/2024		M⁽¹⁾		12,750	A	$139.52	39,627	D
Common Stock	02/28/2024		S⁽¹⁾		12,750	D	$385.0805⁽²⁾	26,877	D
Common Stock	02/28/2024		M⁽¹⁾		22,500	A	$109.4856	49,377	D
Common Stock	02/28/2024		S⁽¹⁾		14,620	D	$385.0919⁽³⁾	34,757	D
Common Stock	02/28/2024		M⁽¹⁾		22,500	A	$79.6378	57,257	D
Common Stock	02/28/2024		S⁽¹⁾		13,750	D	$385.0794⁽⁴⁾	43,507	D
Common Stock	02/28/2024		M⁽¹⁾		11,250	A	$76.9989	54,757	D
Common Stock	02/28/2024		S⁽¹⁾		6,860	D	$385.0815⁽⁵⁾	47,897	D
Common Stock	02/28/2024		M⁽¹⁾		10,500	A	$182.8333	58,397	D
Common Stock	02/28/2024		S⁽¹⁾		10,500	D	$385.0805⁽²⁾	47,897	D
Common Stock	02/29/2024		M⁽⁶⁾		2,253	A	$0.0	50,150	D
Common Stock	02/29/2024		F⁽⁶⁾		1,142	D	$386.59	49,008	D
Common Stock	02/29/2024		M⁽⁶⁾		1,003	A	$0.0	50,011	D
Common Stock	02/29/2024		F⁽⁶⁾		509	D	$386.59	49,502	D
Common Stock								100,353	I	by Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$76.9989	02/28/2024		M			11,250	⁽⁷⁾	08/15/2026	Common Stock	11,250	$0.0	0	D
Non-Qualified Stock Option (right to buy)	$79.6378	02/28/2024		M			22,500	⁽⁸⁾	02/15/2027	Common Stock	22,500	$0.0	0	D
Non-Qualified Stock Option (right to buy)	$109.4856	02/28/2024		M			22,500	⁽⁷⁾	08/15/2027	Common Stock	22,500	$0.0	0	D
Non-Qualified Stock Option (right to buy)	$139.52	02/28/2024		M			12,750	⁽⁸⁾	02/15/2028	Common Stock	12,750	$0.0	0	D
Non-Qualified Stock Option (right to buy)	$166.6233	02/28/2024		M			10,500	⁽⁷⁾	08/15/2029	Common Stock	10,500	$0.0	0	D
Non-Qualified Stock Option (right to buy)	$174.2567	02/28/2024		M			12,750	⁽⁷⁾	08/15/2028	Common Stock	12,750	$0.0	0	D
Non-Qualified Stock Option (right to buy)	$177.9867	02/28/2024		M			13,530	⁽⁸⁾	02/28/2030	Common Stock	13,530	$0.0	0	D
Non-Qualified Stock Option (right to buy)	$182.8333	02/28/2024		M			10,500	⁽⁸⁾	02/15/2029	Common Stock	10,500	$0.0	0	D
Non-Qualified Stock Option (right to buy)	$242.3367	02/28/2024		M			13,530	⁽⁷⁾	08/28/2030	Common Stock	13,530	$0.0	0	D
Restricted Stock Units	$0.0	02/29/2024		M			2,253	⁽⁹⁾	02/28/2024	Common Stock	2,253	$0.0	0	D
Restricted Stock Units	$0.0	02/29/2024		M			1,003	⁽⁹⁾	02/28/2026	Common Stock	1,003	$0.0	2,004	D

Explanation of Responses:

1. These shares were sold in accordance with a Trading Plan that complies with SEC Rule 10b5-1 and expires on November 15, 2024.

2. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $383.56 to $386.01 as follows: 9,629 shares sold at $383.56 to $384.54; 57,452 shares sold at $384.59 to $385.59; and 6,479 shares sold at $385.61 to $386.01. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $383.85 to $385.97 as follows: 3,620 shares sold at $383.85 to $384.82; 10,760 shares sold at $384.87 to $385.85; and 240 shares sold at $385.90 to $386.01. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $383.85 to $385.97 as follows: 3,390 shares sold at $383.85 to $384.82; 10,116 shares sold at $384.87 to $385.79; and 244 shares sold at $385.90 to $385.97. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $383.85 to $385.97 as follows: 1,574 shares sold at $383.85 to $384.73; 5,144 shares sold at $384.87 to $385.79; and 142 shares sold at $385.90 to $385.97. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

6. RSUs vest 25% per year over a four year period, commencing on the first anniversary of the grant date. RSUs convert into common stock on the vest date on a one-for-one basis. 25 % of the shares have been released and a portion of the shares were held back to cover the statutory tax withholding requirements. The net shares were deposited into the holders account.

7. Non-statutory stock option granted pursuant to the 2010 Incentive Award Plan. Option shall vest 7/48 one month after the date of grant and 1/48 each month thereafter.

8. Non-statutory stock option granted pursuant to the 2010 Incentive Award Plan. The option vests 1/8th six months after the date of grant and 1/48th monthly thereafter.

9. Each RSU granted represents a contingent right to receive one share of Intuitive Surgical common stock. The grant vests 25% on the first anniversary of the date of grant and annually thereafter, over a four year period.

	By: Donna Spinola For: Mohr, Marshall L	02/29/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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