Form 4 - Statement of changes in beneficial ownership of securities

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).

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

1. Name and Address of Reporting Person^*

Samath Jamie

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024

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

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	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

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)	$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.

POWER OF ATTORNEY

Know all by these present that the undersigned hereby authorizes Donna Spinola, Stephanie Lim-Ignacio, Thanh Nhan Phan, and Cory Balliet of Intuitive Surgical, Inc. (the “Company”) and Mark Roeder and John Williams of Latham & Watkins LLP, and each of them individually, to (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer or director of the Company, Forms 3, 4, and 5, and Notices of Proposed Sale of Securities Pursuant to Rule 144 (“Form 144”), in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and other forms as may be required, and any amendments thereto, and cause such forms to be filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 144 under the Securities Act, relating to the undersigned’s ownership of and transactions in securities of the Company and (ii) execute for and on behalf of the undersigned in the undersigned’s name, and submit to the SEC, a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Exchange Act, Rule 144 of the Securities Act or any rule or regulation of the SEC. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act or Rule 144 under the Securities Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 and Form 144 with respect to the undersigned’s holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this day of July 25, 2024.

/s/ Jamie Samath__________________________

Signature

Jamie Samath_____________________________