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 CA 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)
05/10/2024
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

X
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)
Code V Amount (A) or (D) Price
Common Stock 05/10/2024 M(1) 120 A $304.67 5,627 D
Common Stock 05/10/2024 S(1) 120 D $385.55 5,507 D
Common Stock 05/10/2024 M(1) 119 A $229.39 5,626 D
Common Stock 05/10/2024 S(1) 119 D $385.55 5,507 D
Common Stock 05/11/2024 M(2) 360 A $0.0 5,867 D
Common Stock 05/11/2024 F(2) 167 D $386.7 5,700 D
Common Stock 05/13/2024 M(1) 90 A $179.7 5,790 D
Common Stock 05/13/2024 S(1) 90 D $389.16 5,700 D
Common Stock 05/13/2024 S(1) 194 D $389.16 5,506 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $179.7 05/13/2024 M(1) 90 (3) 05/11/2030 Common Stock 90 $0.0 0 D
Non-Qualified Stock Option (right to buy) $229.39 05/10/2024 M(1) 119 (4) 02/27/2030 Common Stock 119 $0.0 3,951 D
Non-Qualified Stock Option (right to buy) $304.67 05/10/2024 M(1) 120 (5) 08/09/2030 Common Stock 120 $0.0 3,950 D
Restricted Stock Units $0.0 05/11/2024 M(2) 360 (6) 05/11/2024 Common Stock 360 $0.0 0 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. RSUs vest 25% per year over a four year period, commencing on the first anniversary of the grant date. RSUs convert into common stock on the vest date on a one-for-one basis. 25 % of the shares have been released and a portion of the shares were held back to cover the statutory tax withholding requirements. The net shares were deposited into the holders account.
3. 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.
4. 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.
5. 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.
6. Each RSU granted represents a contingent right to receive one share of Intuitive Surgical common stock. The grant vests 25% on the first anniversary of the date of grant and annually thereafter, over a four year period.
By: Donna Spinola For: DeSantis, Robert 05/14/2024
** 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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