Sec Form 4 Filing - MOHR MARSHALL @ INTUITIVE SURGICAL INC - 2024-02-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MOHR MARSHALL
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)
Executive VP Global Business S
(Last) (First) (Middle)
1020 KIFER ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2024
(Street)
SUNNYVALE, CA94086
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/28/2024 M( 1 ) 13,530 A $ 242.3367 40,407 D
Common Stock 02/28/2024 S( 1 ) 13,530 D $ 385.0805 ( 2 ) 26,877 D
Common Stock 02/28/2024 M( 1 ) 13,530 A $ 177.9867 40,407 D
Common Stock 02/28/2024 S( 1 ) 13,530 D $ 385.0805 ( 2 ) 26,877 D
Common Stock 02/28/2024 M( 1 ) 10,500 A $ 166.6233 37,377 D
Common Stock 02/28/2024 S( 1 ) 10,500 D $ 385.0805 ( 2 ) 26,877 D
Common Stock 02/28/2024 M( 1 ) 12,750 A $ 174.2567 39,627 D
Common Stock 02/28/2024 S( 1 ) 12,750 D $ 385.0805 ( 2 ) 26,877 D
Common Stock 02/28/2024 M( 1 ) 12,750 A $ 139.52 39,627 D
Common Stock 02/28/2024 S( 1 ) 12,750 D $ 385.0805 ( 2 ) 26,877 D
Common Stock 02/28/2024 M( 1 ) 22,500 A $ 109.4856 49,377 D
Common Stock 02/28/2024 S( 1 ) 14,620 D $ 385.0919 ( 3 ) 34,757 D
Common Stock 02/28/2024 M( 1 ) 22,500 A $ 79.6378 57,257 D
Common Stock 02/28/2024 S( 1 ) 13,750 D $ 385.0794 ( 4 ) 43,507 D
Common Stock 02/28/2024 M( 1 ) 11,250 A $ 76.9989 54,757 D
Common Stock 02/28/2024 S( 1 ) 6,860 D $ 385.0815 ( 5 ) 47,897 D
Common Stock 02/28/2024 M( 1 ) 10,500 A $ 182.8333 58,397 D
Common Stock 02/28/2024 S( 1 ) 10,500 D $ 385.0805 ( 2 ) 47,897 D
Common Stock 02/29/2024 M( 6 ) 2,253 A $ 0 50,150 D
Common Stock 02/29/2024 F( 6 ) 1,142 D $ 386.59 49,008 D
Common Stock 02/29/2024 M( 6 ) 1,003 A $ 0 50,011 D
Common Stock 02/29/2024 F( 6 ) 509 D $ 386.59 49,502 D
Common Stock 100,353 I by Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 76.9989 02/28/2024 M 11,250 ( 7 ) 08/15/2026 Common Stock 11,250 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 79.6378 02/28/2024 M 22,500 ( 8 ) 02/15/2027 Common Stock 22,500 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 109.4856 02/28/2024 M 22,500 ( 7 ) 08/15/2027 Common Stock 22,500 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 139.52 02/28/2024 M 12,750 ( 8 ) 02/15/2028 Common Stock 12,750 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 166.6233 02/28/2024 M 10,500 ( 7 ) 08/15/2029 Common Stock 10,500 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 174.2567 02/28/2024 M 12,750 ( 7 ) 08/15/2028 Common Stock 12,750 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 177.9867 02/28/2024 M 13,530 ( 8 ) 02/28/2030 Common Stock 13,530 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 182.8333 02/28/2024 M 10,500 ( 8 ) 02/15/2029 Common Stock 10,500 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 242.3367 02/28/2024 M 13,530 ( 7 ) 08/28/2030 Common Stock 13,530 $ 0 0 D
Restricted Stock Units $ 0 02/29/2024 M 2,253 ( 9 ) 02/28/2024 Common Stock 2,253 $ 0 0 D
Restricted Stock Units $ 0 02/29/2024 M 1,003 ( 9 ) 02/28/2026 Common Stock 1,003 $ 0 2,004 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MOHR MARSHALL
1020 KIFER ROAD
SUNNYVALE, CA94086
Executive VP Global Business S
Signatures
By: Donna Spinola For: Mohr, Marshall L 02/29/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were sold in accordance with a Trading Plan that complies with SEC Rule 10b5-1 and expires on November 15, 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 $383.56 to $386.01 as follows: 9,629 shares sold at $383.56 to $384.54; 57,452 shares sold at $384.59 to $385.59; and 6,479 shares sold at $385.61 to $386.01. 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 $383.85 to $385.97 as follows: 3,620 shares sold at $383.85 to $384.82; 10,760 shares sold at $384.87 to $385.85; and 240 shares sold at $385.90 to $386.01. 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 $383.85 to $385.97 as follows: 3,390 shares sold at $383.85 to $384.82; 10,116 shares sold at $384.87 to $385.79; and 244 shares sold at $385.90 to $385.97. 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 $383.85 to $385.97 as follows: 1,574 shares sold at $383.85 to $384.73; 5,144 shares sold at $384.87 to $385.79; and 142 shares sold at $385.90 to $385.97. 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 )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.
( 7 )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.
( 8 )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.
( 9 )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.

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