Statement of Changes in Beneficial Ownership (4)
March 01 2023 - 05:45PM
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 * MOHR MARSHALL |
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 |
(Last)
(First)
(Middle)
1020 KIFER ROAD |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/28/2023
|
(Street)
SUNNYVALE, CA 94086
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
2/28/2023 |
|
M(1) |
|
2256 |
A |
$0.0 |
24750 |
D |
|
Common Stock |
2/28/2023 |
|
F(1) |
|
1119 |
D |
$229.39 |
23631 |
D |
|
Common Stock |
2/28/2023 |
|
M(1) |
|
1003 |
A |
$0.0 |
24634 |
D |
|
Common Stock |
2/28/2023 |
|
F(1) |
|
498 |
D |
$229.39 |
24136 |
D |
|
Common Stock |
|
|
|
|
|
|
|
100353 |
I |
by Trust |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Non-Qualified Stock Option (right to
buy) |
$229.39 |
2/28/2023 |
|
A |
|
2873 |
|
(2) |
2/27/2030 |
Common Stock |
2873 |
$0.0 |
2873 |
D |
|
Restricted Stock Units |
$0.0 |
2/28/2023 |
|
M |
|
|
2256 |
(3) |
2/28/2024 |
Common Stock |
2256 |
$0.0 |
2253 |
D |
|
Restricted Stock Units |
$0.0 |
2/28/2023 |
|
M |
|
|
1003 |
(3) |
2/28/2026 |
Common Stock |
1003 |
$0.0 |
3007 |
D |
|
Restricted Stock Units |
$0.0 |
2/28/2023 |
|
A |
|
5746 |
|
(4) |
(4) |
Common Stock |
5746 |
$0.0 |
5746 |
D |
|
Explanation of
Responses: |
(1) |
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. |
(2) |
25% of the shares subject to
the option vest on the six-month anniversary measured from February
10, 2023, and 1/24th of the total number of shares vest in eighteen
(18) successive and equal monthly installments thereafter, subject
to Reporting Person's continuous service to the Issuer through each
such vesting date. |
(3) |
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. |
(4) |
Constitute restricted stock
units ("RSUs"). Each RSU represents a contingent right to receive
one share of Issuer common stock upon vesting. 50% of the RSUs
shall vest on each anniversary of February 10, 2023, subject to
Reporting Person's continuous service to the Issuer through each
such vesting date. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
MOHR MARSHALL
1020 KIFER ROAD
SUNNYVALE, CA 94086 |
|
|
Executive VP Global Business S |
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Signatures
|
By: Donna Spinola For: Mohr, Marshall
L |
|
3/1/2023 |
**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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
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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