0001610717-24-000047.txt : 20240208 0001610717-24-000047.hdr.sgml : 20240208 20240208125120 ACCESSION NUMBER: 0001610717-24-000047 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240201 FILED AS OF DATE: 20240208 DATE AS OF CHANGE: 20240208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Miller Brian Edward CENTRAL INDEX KEY: 0002010301 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30713 FILM NUMBER: 24607994 MAIL ADDRESS: STREET 1: 1020 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTUITIVE SURGICAL INC CENTRAL INDEX KEY: 0001035267 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 770416458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1020 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4085232100 MAIL ADDRESS: STREET 1: 1020 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 3 1 form3.xml X0206 3 2024-02-01 0 0001035267 INTUITIVE SURGICAL INC ISRG 0002010301 Miller Brian Edward 1020 KIFER ROAD SUNNYVALE CA 94086 true EVP & Chief Digital Officer Common Stock 8952 D Non-Qualified Stock Option (right to buy) 177.9867 2030-02-28 Common Stock 3384 D Non-Qualified Stock Option (right to buy) 208.9 2029-08-28 Common Stock 6767 D Non-Qualified Stock Option (right to buy) 229.39 2030-02-27 Common Stock 7900 D Non-Qualified Stock Option (right to buy) 242.3367 2030-08-28 Common Stock 3381 D Non-Qualified Stock Option (right to buy) 245.6 2031-02-26 Common Stock 3300 D Non-Qualified Stock Option (right to buy) 290.33 2029-02-28 Common Stock 6767 D Non-Qualified Stock Option (right to buy) 304.67 2030-08-09 Common Stock 7900 D Non-Qualified Stock Option (right to buy) 347.4167 2031-08-26 Common Stock 3300 D Restricted Stock Units 0 Common Stock 5267 D Restricted Stock Units 0 Common Stock 1689 D Restricted Stock Units 0 Common Stock 3297 D Restricted Stock Units 0 Common Stock 3383 D The option vests 1/8th six months after the date of grant and 1/48th monthly thereafter, subject to Reporting Person's continuous service to the Issuer through each such vesting date. The option vests 7/48th one month after the date of grant and 1/48th monthly thereafter, subject to Reporting Person's continuous service to the Issuer through each such vesting date. 12.5% of the shares subject to the option vest on the six-month anniversary measured from February 10, 2023, and 1/48th of the total number of shares vest in forty-two (42) successive and equal monthly installments thereafter, subject to Reporting Person's continuous service to the Issuer through each such vesting date. 7/48th of the shares subject to the option vest on the one-month anniversary measured from August 10, 2023, and 1/48th of the total number of shares vest in forty-one (41) successive and equal monthly installments thereafter, subject to Reporting Person's continuous service to the Issuer through each such vesting date. Each RSU represents a contingent right to receive one share of Issuer common stock upon vesting. 25% 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. Each RSU represents a contingent right to receive one share of Issuer common stock upon vesting. 25% of the RSUs shall vest on each anniversary of the date of grant, subject to Reporting Person's continuous service to the Issuer through each such vesting date. Exhibit 24.1 - Power of Attorney By: Donna Spinola For: Miller, Brian Edward 2024-02-08 EX-24.1 2 millerpoa.htm POWER OF ATTORNEY

POWER OF ATTORNEY

Know all by these present that the undersigned hereby authorizes (i) Stephanie Lim- Ignacio, (ii) Donna Spinola, (iii) Brian King, and (iv) Cory Balliet of Intuitive Surgical, lnc.(the "Company") and (v) Mark V. Roeder and John Williams of Latham & Watkins LLP, and each of them individually, to execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company, Fonns 3, 4 and 5, and other forms as may be required, and any amendments thereto, and cause such form(s) to be filed with the U.S. Securities and Exchange Commission (the "SEC') pursuant to Section 16(a) of the Securities Exchange Act of 1934, relating to the undersigned's beneficial ownership of securities in the Company. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30^th day of January 2024.

/s/ Brian Edward Miller

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Brian Edward Miller

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