| 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) 11/08/2024 | ||||||||||||||||||||||||||
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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 | 11/08/2024 | M(1) | 3,007 | A | $290.33 | 11,764 | D | |||
| Common Stock | 11/08/2024 | M(1) | 2,352 | A | $347.4167 | 14,116 | D | |||
| Common Stock | 11/08/2024 | M(1) | 2,352 | A | $245.6 | 16,468 | D | |||
| Common Stock | 11/08/2024 | M(1) | 1,515 | A | $242.3367 | 17,983 | D | |||
| Common Stock | 11/08/2024 | M(1) | 1,521 | A | $177.9867 | 19,504 | D | |||
| Common Stock | 11/08/2024 | M(1) | 1,449 | A | $166.6233 | 20,953 | D | |||
| Common Stock | 11/08/2024 | M(1) | 1,449 | A | $182.8333 | 22,402 | D | |||
| Common Stock | 11/08/2024 | M(1) | 432 | A | $174.2567 | 22,834 | D | |||
| Common Stock | 11/08/2024 | M(1) | 432 | A | $139.52 | 23,266 | D | |||
| Common Stock | 11/08/2024 | M(1) | 2,694 | A | $304.67 | 25,960 | D | |||
| Common Stock | 11/08/2024 | M(1) | 2,693 | A | $229.39 | 28,653 | D | |||
| Common Stock | 11/08/2024 | M(1) | 3,007 | A | $208.9 | 31,660 | D | |||
| Common Stock | 11/08/2024 | S(1) | 22,903 | D | $525 | 8,757 | D | |||
| Common Stock | 11/11/2024 | M(1) | 134 | A | $304.67 | 8,891 | D | |||
| Common Stock | 11/11/2024 | M(1) | 135 | A | $229.39 | 9,026 | D | |||
| Common Stock | 11/11/2024 | S(1) | 269 | D | $539.89 | 8,757 | 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) | $290.33 | 11/08/2024 | M(1) | 3,007 | (2) | 02/28/2029 | Common Stock | 3,007 | $0 | 1,504 | D | ||||
| Non-Qualified Stock Option (right to buy) | $347.4167 | 11/08/2024 | M(1) | 2,352 | (3) | 08/26/2031 | Common Stock | 2,352 | $0 | 213 | D | ||||
| Non-Qualified Stock Option (right to buy) | $245.6 | 11/08/2024 | M(1) | 2,352 | (2) | 02/26/2031 | Common Stock | 2,352 | $0 | 213 | D | ||||
| Non-Qualified Stock Option (right to buy) | $242.3367 | 11/08/2024 | M(1) | 1,515 | (4) | 08/28/2030 | Common Stock | 1,515 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $177.9867 | 11/08/2024 | M(1) | 1,521 | (4) | 02/28/2030 | Common Stock | 1,521 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $166.6233 | 11/08/2024 | M(1) | 1,449 | (4) | 08/15/2029 | Common Stock | 1,449 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $182.8333 | 11/08/2024 | M(1) | 1,449 | (4) | 02/15/2029 | Common Stock | 1,449 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $174.2567 | 11/08/2024 | M(1) | 432 | (4) | 08/15/2028 | Common Stock | 432 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $139.52 | 11/08/2024 | M(1) | 432 | (4) | 02/15/2028 | Common Stock | 432 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $304.67 | 11/08/2024 | M(1) | 2,694 | (6) | 08/09/2030 | Common Stock | 2,694 | $0 | 3,770 | D | ||||
| Non-Qualified Stock Option (right to buy) | $229.39 | 11/08/2024 | M(1) | 2,693 | (5) | 02/27/2030 | Common Stock | 2,693 | $0 | 3,771 | D | ||||
| Non-Qualified Stock Option (right to buy) | $208.9 | 11/08/2024 | M(1) | 3,007 | (3) | 08/28/2029 | Common Stock | 3,007 | $0 | 1,504 | D | ||||
| Non-Qualified Stock Option (right to buy) | $229.39 | 11/11/2024 | M(1) | 135 | (5) | 02/27/2030 | Common Stock | 135 | $0 | 3,636 | D | ||||
| Non-Qualified Stock Option (right to buy) | $304.67 | 11/11/2024 | M(1) | 134 | (6) | 08/09/2030 | Common Stock | 134 | $0 | 3,636 | 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 6, 2025. |
| 2. The option vests 1/8th six months after the date of grant and 1/48th monthly thereafter. |
| 3. The option vests 7/48th one month after the date of grant and 1/48th monthly thereafter. |
| 4. The option is fully vested and exercisable. |
| 5. 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. |
| 6. 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. |
| Remarks: |
| Title: CFO and Head of Business Technology; Exhibit 24.1 - Power of Attorney |
| By: Donna Spinola For: Samath, Jamie | 11/12/2024 | |
| ** 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. | ||