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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTUITIVE SURGICAL INC [ ISRG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/19/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/19/2019 | S | 2,938 | D | $543.514 | 94(1)(2) | D | |||
Common Stock | 02/15/2021 | M(3) | 999 | A | $0.00 | 1,093 | D | |||
Common Stock | 02/15/2021 | F(3) | 496 | D | $0.00 | 597 | D | |||
Common Stock | 02/15/2021 | M(3) | 1,000 | A | $0.00 | 1,597 | D | |||
Common Stock | 02/15/2021 | F(3) | 394 | D | $0.00 | 1,203 | D | |||
Common Stock | 02/15/2021 | M(3) | 583 | A | $0.00 | 1,786 | D | |||
Common Stock | 02/15/2021 | F(3) | 207 | D | $0.00 | 1,579 | D | |||
Common Stock | 02/17/2021 | S(4) | 1,485 | D | $782 | 94 | D | |||
Common Stock | 30(5) | I | By Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $0.00 | 02/15/2021 | M | 999 | (6) | 02/15/2021 | Common Stock | 999 | $0.00 | 0 | D | ||||
Restricted Stock Units | $0.00 | 02/15/2021 | M | 1,000 | (6) | 02/15/2022 | Common Stock | 1,000 | $0.00 | 1,000 | D | ||||
Restricted Stock Units | $0.00 | 02/15/2021 | M | 583 | (6) | 02/15/2023 | Common Stock | 583 | $0.00 | 1,166 | D |
Explanation of Responses: |
1. The amount of securities beneficially owned in Column 5 is as of this Form 4 filing date, not as of the transaction date. |
2. Includes 46 shares acquired pursuant to the Issuer's Employee Stock Purchase Plan on January 31, 2021. |
3. RSUs convert into common stock on the vest date on a one-for-one basis. On the transaction date, 25% of the shares were released and a portion of the shares were held back to cover the statutory tax withholding requirement. The net shares were deposited into the holders account. |
4. These shares were sold in accordance with a Trading Plan that complies with SEC Rule 10b5-1 and expires on July 26, 2021. |
5. The Reporting Person's Form 5 filed with the SEC on 1/24/2019 reported in error a gift of 30 shares on 9/13/2018 and thus the Reporting Person's ownership in subsequent Section 16 reports was understated by 30 shares. This Form 4 corrects the aforementioned error. |
6. 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. |
/s/ Donna Spinola For: Myriam Curet | 02/17/2021 | |
** 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 Number. |