SEC FORM 4

SEC Form 4

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^*

GUTHART GARY S

(Last)

(First)

(Middle)

1020 KIFER ROAD

(Street)

SUNNYVALE

94086

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTUITIVE SURGICAL INC [ ISRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/30/2024		M⁽¹⁾		25,200	A	$57.1111	40,558	D
Common Stock	07/30/2024		S⁽¹⁾		23,388	D	$443.0698⁽²⁾	17,170	D
Common Stock	07/30/2024		G⁽³⁾		12,500	D	$0.0	1,191,144	I	by Trust
Common Stock	07/30/2024		S⁽¹⁾		3,720	D	$445.0662⁽⁴⁾	23,640	I	by Trust FBO Daughte
Common Stock	07/30/2024		S⁽¹⁾		3,720	D	$445.1165⁽⁵⁾	23,640	I	by Trust FBO Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$57.1111	07/30/2024		M⁽¹⁾			25,200	⁽⁶⁾	02/17/2025	Common Stock	25,200	$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 April 30, 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 $437.94 to $447.76 as follows: 1,797 shares sold at $437.94 to $438.93; 1,345 shares sold at $439.00 to $440.00; 3,108 shares sold at $440.11 to $441.10; 5,000 shares sold at $442.35 to $443.29; 5,182 shares sold at $443.38 to $444.36; 4,556 shares sold at $444.39 to $445.25; 800 shares sold at $445.62 to $445.80; and 1,600 shares sold at $447.00 to $447.76. 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 shares were donated to a Donor Advised Fund (DAF) in accordance with a Trading Plan that complies with SEC Rule 10b5-1 and expires on April 30, 2025.

4. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $443.66 to $447.85 as follows: 1,465 shares sold at $443.66 to $444.31; 1,601 shares sold at $444.93 to $445.80; 554 shares sold at $446.46 to $447.08; and 100 shares sold at $447.85. 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 $443.66 to $447.85 as follows: 1,552 shares sold at $443.66 to $444.62; 1,400 shares sold at $444.84.00 to $445.29; 568 shares sold at $446.46 to $447.33; and 200 shares sold at $447.76 to $447.85. 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. Non-statutory stock option granted pursuant to the 2010 Incentive Award Plan. The option vests 1/8th six months after the date of grant and 1/48th monthly thereafter.

	By: Donna Spinola For: Guthart, Gary S	07/31/2024
	** 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.
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