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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^*

DeSantis Robert

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Strategy & Corp Op

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2024

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	03/08/2024		M⁽¹⁾		1,504	A	$290.33	12,579	D
Common Stock	03/08/2024		S⁽¹⁾		1,504	D	$393.808⁽²⁾	11,075	D
Common Stock	03/08/2024		M⁽¹⁾		7,149	A	$347.4167	18,224	D
Common Stock	03/08/2024		S⁽¹⁾		7,149	D	$393.775⁽³⁾	11,075	D
Common Stock	03/08/2024		M⁽¹⁾		993	A	$245.6	12,068	D
Common Stock	03/08/2024		S⁽¹⁾		993	D	$393.8026⁽⁴⁾	11,075	D
Common Stock	03/08/2024		M⁽¹⁾		453	A	$242.3367	11,528	D
Common Stock	03/08/2024		S⁽¹⁾		453	D	$393.8026⁽⁴⁾	11,075	D
Common Stock	03/08/2024		M⁽¹⁾		363	A	$179.7	11,438	D
Common Stock	03/08/2024		S⁽¹⁾		363	D	$393.7969⁽⁵⁾	11,075	D
Common Stock	03/08/2024		M⁽¹⁾		453	A	$177.9867	11,528	D
Common Stock	03/08/2024		S⁽¹⁾		453	D	$393.7969⁽⁵⁾	11,075	D
Common Stock	03/08/2024		M⁽¹⁾		1,437	A	$304.67	12,512	D
Common Stock	03/08/2024		S⁽¹⁾		1,437	D	$393.802⁽⁶⁾	11,075	D
Common Stock	03/08/2024		M⁽¹⁾		1,436	A	$229.39	12,511	D
Common Stock	03/08/2024		S⁽¹⁾		1,436	D	$393.8164⁽⁷⁾	11,075	D
Common Stock	03/08/2024		M⁽¹⁾		940	A	$208.9	12,015	D
Common Stock	03/08/2024		S⁽¹⁾		940	D	$393.8164⁽⁷⁾	11,075	D
Common Stock	03/08/2024		S⁽¹⁾		2,819	D	$393.7942⁽⁸⁾	8,256	D
Common Stock	03/08/2024		S⁽¹⁾		2,749	D	$393.8309⁽⁹⁾	5,507	D
Common Stock	03/11/2024		M⁽¹⁾		90	A	$179.7	5,597	D
Common Stock	03/11/2024		S⁽¹⁾		90	D	$390.16	5,507	D
Common Stock	03/11/2024		M⁽¹⁾		119	A	$304.67	5,626	D
Common Stock	03/11/2024		S⁽¹⁾		119	D	$390.16	5,507	D
Common Stock	03/11/2024		M⁽¹⁾		120	A	$229.39	5,627	D
Common Stock	03/11/2024		S⁽¹⁾		120	D	$390.16	5,507	D

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)	$177.9867	03/08/2024		M⁽¹⁾			453	⁽¹⁰⁾	02/28/2030	Common Stock	453	$0.0	0	D
Non-Qualified Stock Option (right to buy)	$179.7	03/08/2024		M⁽¹⁾			363	⁽¹¹⁾	05/11/2030	Common Stock	363	$0.0	270	D
Non-Qualified Stock Option (right to buy)	$179.7	03/11/2024		M⁽¹⁾			90	⁽¹¹⁾	05/11/2030	Common Stock	90	$0.0	180	D
Non-Qualified Stock Option (right to buy)	$208.9	03/08/2024		M⁽¹⁾			940	⁽¹²⁾	08/28/2029	Common Stock	940	$0.0	4,511	D
Non-Qualified Stock Option (right to buy)	$229.39	03/08/2024		M⁽¹⁾			1,436	⁽¹³⁾	02/27/2030	Common Stock	1,436	$0.0	4,310	D
Non-Qualified Stock Option (right to buy)	$229.39	03/11/2024		M⁽¹⁾			120	⁽¹³⁾	02/27/2030	Common Stock	120	$0.0	4,190	D
Non-Qualified Stock Option (right to buy)	$242.3367	03/08/2024		M⁽¹⁾			453	⁽¹²⁾	08/28/2030	Common Stock	453	$0.0	0	D
Non-Qualified Stock Option (right to buy)	$245.6	03/08/2024		M⁽¹⁾			993	⁽¹⁰⁾	02/26/2031	Common Stock	993	$0.0	2,382	D
Non-Qualified Stock Option (right to buy)	$290.33	03/08/2024		M⁽¹⁾			1,504	⁽¹⁰⁾	02/28/2029	Common Stock	1,504	$0.0	4,512	D
Non-Qualified Stock Option (right to buy)	$304.67	03/08/2024		M⁽¹⁾			1,437	⁽¹⁴⁾	08/09/2030	Common Stock	1,437	$0.0	4,309	D
Non-Qualified Stock Option (right to buy)	$304.67	03/11/2024		M⁽¹⁾			119	⁽¹⁴⁾	08/09/2030	Common Stock	119	$0.0	4,190	D
Non-Qualified Stock Option (right to buy)	$347.4167	03/08/2024		M⁽¹⁾			7,149	⁽¹²⁾	08/26/2031	Common Stock	7,149	$0.0	2,382	D

Explanation of Responses:

1. These shares were sold in accordance with a Trading Plan that complies with SEC Rule 10b5-1 and expires on December 9, 2024.

2. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $391.89 to $394.82 as follows: 327 shares sold at $391.89 to $392.02; 1,077 shares sold at $393.73 to $394.61; and 100 shares sold at $394.82. 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 $391.89 to $395.05 as follows: 1,277 shares sold at $391.89 to $392.02; 157 shares sold at $392.50 to $392.52; 4,145 shares sold at $393.53 to $394.53; and 1,570 shares sold at $394.56 to $395.05. 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 $391.89 to $395.00 as follows: 318 shares sold at $391.89 to $392.02; 1,028 shares sold at $393.72 to $394.61; and 100 shares sold at $395.00. 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 $391.89 to $394.80 as follows: 223 shares sold at $391.89 to $392.02 and 593 shares sold at $394.00 to $394.80. 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 $391.89 to $395.00 as follows: 317 shares sold at $391.89 to $392.02; 1,020 shares sold at $393.72 to $394.61; and 100 shares sold at $395.00. 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.

7. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $391.89 to $395.32 as follows: 458 shares sold at $391.89 to $392.02; 780 shares sold at $393.22 to $394.14; 1,134 shares sold at $394.27 to $394.82; and 4 shares sold at $395.32. 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. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $391.89 to $394.82 as follows: 525 shares sold at $391.89 to $392.02; 1,876 shares sold at $393.55 to $394.53; and 418 shares sold at $394.60 to $394.82. 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.

9. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $391.89 to $394.82 as follows: 515 shares sold at $391.89 to $392.02; 2,034 shares sold at $393.65 to $394.61; and 200 shares sold at $394.60 to $394.82. 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.

10. 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.

11. Non-statutory stock option granted pursuant to the 2010 Incentive Award Plan. The grant vests 25% on the first anniversary of the date of grant and monthly thereafter, over a four year period of time.

12. 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.

13. 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.

14. 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.

	By: Donna Spinola For: DeSantis, Robert	03/11/2024
	** 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).
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