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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^*

MOHR MARSHALL

(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)
Executive VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2019

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	07/29/2019		M⁽¹⁾		7,500	A	$113.73	20,135	D
Common Stock	07/29/2019		S⁽¹⁾		7,500	D	$526.1403⁽²⁾	12,635	D
Common Stock	07/29/2019		M⁽¹⁾		7,500	A	$113.73	20,135	D
Common Stock	07/29/2019		S⁽¹⁾		7,500	D	$526.0854⁽³⁾	12,635⁽⁴⁾	D
Common Stock								726	I	by 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)	$113.73	07/29/2019		M⁽¹⁾			7,500	⁽⁵⁾	02/15/2021	Common Stock	7,500	$0.0	25,500	D
Non-Qualified Stock Option (right to buy)	$113.73	07/29/2019		M⁽¹⁾			7,500	⁽⁵⁾	02/15/2021	Common Stock	7,500	$0.0	18,000	D

Explanation of Responses:

1. The trades are in accordance with a Trading Plan that complies with SEC Rule 10b5-1 and expires on September 14, 2019.

2. The average selling price for the transactions was $526.1403 The shares sold at: $523.00 - $523.99 = 600 shares; $524.00 - $524.99 = 1,176 shares; $525.00 - $525.99 = 1,265 shares; $526.00 to $526.99 = 2,063 shares; $527.00 - $527.99 = 1,560 shares; and $528.00 - $528.99 = 836 shares.

3. The average selling price for the transactions was $526.0853 The shares sold at: $523.00 - $523.99 = 670 shares; $524.00 - $524.99 = 1,150 shares; $525.00 - $525.99 = 1,081 shares; $526.00 to $526.99 = 2,538 shares; $527.00 - $527.99 = 1,560 shares; and $528.00 - $528.99 = 501 shares.

4. The Reporting Person's Form 4 filed with the SEC on February 21, 2019 inadvertently overstated the amount of securities beneficially owned following the reported transaction by 78 shares in Column 5 of Table I. This Form 4 reflects an adjustment to Column 5 total to correct the aforementioned error. Except as otherwise noted in this footnote, all other information disclosed in the Reporting Person's original Form 4 was accurately reported.

5. Non-statutory stock option granted pursuant to the 2010 Incentive Award Plan. Option shall vest 1/8 six months after the date of grant and 1/48th each month thereafter.

	Marshall L Mohr	07/31/2019
	** 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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