| 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). | |||||||||||||||||
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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*
(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) 08/23/2024 | ||||||||||||||||||||||||||
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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 | 08/23/2024 | M(1) | 2,625 | A | $166.6233 | 26,111 | D | |||
| Common Stock | 08/23/2024 | S(1) | 2,625 | D | $486.8484(2) | 23,486 | D | |||
| Common Stock | 08/23/2024 | M(1) | 2,625 | A | $182.8333 | 26,111 | D | |||
| Common Stock | 08/23/2024 | S(1) | 2,625 | D | $486.8484(2) | 23,486 | D | |||
| Common Stock | 08/23/2024 | M(1) | 2,414 | A | $174.2567 | 25,900 | D | |||
| Common Stock | 08/23/2024 | S(1) | 2,414 | D | $486.8117(3) | 23,486 | D | |||
| Common Stock | 08/23/2024 | M(1) | 1,336 | A | $174.2567 | 24,822 | D | |||
| Common Stock | 08/23/2024 | S(1) | 1,336 | D | $486.8484(2) | 23,486 | D | |||
| Common Stock | 08/23/2024 | M(1) | 3,750 | A | $139.52 | 27,236 | D | |||
| Common Stock | 08/23/2024 | S(1) | 3,750 | D | $486.8117(3) | 23,486 | D | |||
| Common Stock | 08/23/2024 | M(1) | 5,203 | A | $109.4856 | 28,689 | D | |||
| Common Stock | 08/23/2024 | S(1) | 5,203 | D | $486.8374(4) | 23,486 | D | |||
| Common Stock | 08/23/2024 | M(1) | 422 | A | $109.4856 | 23,908 | D | |||
| Common Stock | 08/23/2024 | S(1) | 422 | D | $486.8117(3) | 23,486 | D | |||
| Common Stock | 08/23/2024 | M(1) | 468 | A | $79.6378 | 23,954 | D | |||
| Common Stock | 08/23/2024 | S(1) | 468 | D | $486.8374(4) | 23,486 | D | |||
| Common Stock | 08/23/2024 | M(1) | 456 | A | $76.9989 | 23,942 | D | |||
| Common Stock | 08/23/2024 | S(1) | 456 | D | $486.8374(4) | 23,486 | D | |||
| Common Stock | 08/23/2024 | M(1) | 459 | A | $59.4622 | 23,945 | D | |||
| Common Stock | 08/23/2024 | S(1) | 459 | D | $486.8374(4) | 23,486 | D | |||
| Common Stock | 08/23/2024 | S(1) | 6,828 | D | $486.8237(5) | 16,658 | D | |||
| Common Stock | 08/23/2024 | S(1) | 6,828 | D | $486.8614(6) | 9,830 | D | |||
| Common Stock | 08/23/2024 | S(1) | 6,829 | D | $486.8479(7) | 3,001 | D | |||
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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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $59.4622 | 08/23/2024 | M(1) | 459 | (8) | 02/16/2026 | Common Stock | 459 | $0.0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $76.9989 | 08/23/2024 | M(1) | 456 | (9) | 08/15/2026 | Common Stock | 456 | $0.0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $79.6378 | 08/23/2024 | M(1) | 468 | (8) | 02/15/2027 | Common Stock | 468 | $0.0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $109.4856 | 08/23/2024 | M(1) | 5,203 | (9) | 08/15/2027 | Common Stock | 5,203 | $0.0 | 422 | D | ||||
| Non-Qualified Stock Option (right to buy) | $109.4856 | 08/23/2024 | M(1) | 422 | (9) | 08/15/2027 | Common Stock | 422 | $0.0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $139.52 | 08/23/2024 | M(1) | 3,750 | (8) | 02/15/2028 | Common Stock | 3,750 | $0.0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $166.6233 | 08/23/2024 | M(1) | 2,625 | (9) | 08/15/2029 | Common Stock | 2,625 | $0.0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $174.2567 | 08/23/2024 | M(1) | 2,414 | (9) | 08/15/2028 | Common Stock | 2,414 | $0.0 | 1,336 | D | ||||
| Non-Qualified Stock Option (right to buy) | $174.2567 | 08/23/2024 | M(1) | 1,336 | (9) | 08/15/2028 | Common Stock | 1,336 | $0.0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $182.8333 | 08/23/2024 | M(1) | 2,625 | (8) | 02/15/2029 | Common Stock | 2,625 | $0.0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The transaction took place in accordance with a Trading Plan that complies with SEC Rule 10b5-1 and expires on May 26, 2025. |
| 2. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $480.29 to $492.95 as follows: 886 shares sold at $480.29 to $481.00; 578 shares sold at $481.46 to $482.25; 284 shares sold at $482.94 to $483.61; 933 shares sold at $483.95 to $484.73; 467 shares sold at $485.00 to $485.78; 180 shares sold at $486.07 to $486.95; 560 shares sold at $488.11 to $488.74; 1,036 shares sold at $489.35 to $490.35; 488 shares sold at $490.52 to $491.52; 866 shares sold at $491.57 to $492.45; and 308 shares sold at $492.62 to $492.95. 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 $480.29 to $493.00 as follows: 1,080 shares sold at $480.29 to $481.27; 443 shares sold at $481.40 to $482.25; 199 shares sold at $482.81 to $483.33; 812 shares sold at $483.90 to $484.62; 708 shares sold at $484.91 to $485.78; 559 shares sold at $488.03 to $488.73; 809 shares sold at $489.20 to $490.09; 655 shares sold at $490.22 to $491.21; 948 shares sold at $491.41 to $492.25; and 373 shares sold at $492.62 to $493.00. 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 $480.30 to $493.00 as follows: 836 shares sold at $480.30 to $480.96; 597 shares sold at $481.40 to $482.40; 285 shares sold at $482.45 to $483.37; 784 shares sold at $483.63 to $484.62; 714 shares sold at $484.80 to $485.64; 100 shares sold at $486.95; 476 shares sold at $488.11 to $488.58; 1,034 shares sold at $489.30 to $490.30; 364 shares sold at $490.38 to $491.17; 1,038 shares sold at $491.41 to $492.28; and 358 shares sold at $492.62 to $493.00. 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 $480.29 to $492.62 as follows: 1,134 shares sold at $480.29 to $481.24; 344 shares sold at $481.40 to $482.25; 317 shares sold at $482.69 to $483.61; 832 shares sold at $483.90 to $484.82; 713 shares sold at $485.04 to $485.96; 100 shares sold at $486.95; 755 shares sold at $488.42 to $489.31; 1,198 shares sold at $489.60 to $490.50; 428 shares sold at $490.77 to $491.74; and 1,007 shares sold at $491.79 to $492.62. 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. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $480.53 to $493.48 as follows: 1,082 shares sold at $480.53 to $481.48; 383 shares sold at $481.63 to $482.25; 342 shares sold at $482.69 to $483.61; 952 shares sold at $483.95 to $484.84; 603 shares sold at $485.01 to $485.64; 488 shares sold at $488.17 to $489.00; 908 shares sold at $489.19 to $490.16; 684 shares sold at $490.22 to $490.97; 958 shares sold at $491.41 to $492.01; 409 shares sold at $492.45 to $493.04; and 19 shares sold at $493.48. 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. |
| 7. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $480.23 to $493.36 as follows: 939 shares sold at $480.23 to $480.84; 525 shares sold at $481.27 to $482.25; 100 shares sold at $482.45; 1,067 shares sold at $483.58 to $484.58; 542 shares sold at $484.68 to $485.59; 96 shares sold at $485.78; 144 shares sold at $486.91 to $487.14; 588 shares sold at $488.11 to $488.66; 790 shares sold at $489.22 to $490.08; 600 shares sold at $490.28 to $491.22; 1,015 shares sold at $491.37 to $492.05; and 423 shares sold at $492.52 to $493.36. 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. |
| 8. Non-statutory stock option granted pursuant to the 2010 Incentive Awards Plan. The option vests 1/8th six months after the date of grant and 1/48th monthly thereafter. |
| 9. 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. |
| By: Donna Spinola For: Charlton, Henry L | 08/26/2024 | |
| ** 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). | ||
| 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. | ||