SEC Filing | Intuitive Surgical

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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^*

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)
SVP of Finance

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2021

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	10/22/2021		M⁽¹⁾		156	A	$242.3367	918⁽²⁾	D
Common Stock	10/22/2021		S⁽¹⁾		156	D	$339.7065⁽³⁾	762⁽²⁾	D
Common Stock	10/22/2021		M⁽¹⁾		156	A	$177.9867	918⁽²⁾	D
Common Stock	10/22/2021		S⁽¹⁾		156	D	$339.6557⁽⁴⁾	762⁽²⁾	D
Common Stock	10/22/2021		M⁽¹⁾		273	A	$166.6233	1,035⁽²⁾	D
Common Stock	10/22/2021		S⁽¹⁾		273	D	$339.6557⁽⁴⁾	762⁽²⁾	D
Common Stock	10/22/2021		M⁽¹⁾		273	A	$182.8333	1,035⁽²⁾	D
Common Stock	10/22/2021		S⁽¹⁾		273	D	$339.6557⁽⁴⁾	762⁽²⁾	D
Common Stock	10/22/2021		M⁽¹⁾		321	A	$174.2567	1,083⁽²⁾	D
Common Stock	10/22/2021		S⁽¹⁾		321	D	$339.6557⁽⁴⁾	762⁽²⁾	D
Common Stock	10/22/2021		M⁽¹⁾		324	A	$139.52	1,086⁽²⁾	D
Common Stock	10/22/2021		S⁽¹⁾		324	D	$339.6557⁽⁴⁾	762⁽²⁾	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)	$139.52	10/22/2021		M⁽¹⁾			324	⁽⁵⁾	02/15/2028	Common Stock	324	$0.00	432⁽²⁾	D
Non-Qualified Stock Option (right to buy)	$166.6233	10/22/2021		M⁽¹⁾			273	⁽⁶⁾	08/15/2029	Common Stock	273	$0.0	1,449⁽²⁾	D
Non-Qualified Stock Option (right to buy)	$174.2567	10/22/2021		M⁽¹⁾			321	⁽⁶⁾	08/15/2028	Common Stock	321	$0.0	432⁽²⁾	D
Non-Qualified Stock Option (right to buy)	$177.9867	10/22/2021		M⁽¹⁾			156	⁽⁵⁾	02/28/2030	Common Stock	156	$0.00	1,521⁽²⁾	D
Non-Qualified Stock Option (right to buy)	$182.8333	10/22/2021		M⁽¹⁾			273	⁽⁷⁾	02/15/2029	Common Stock	273	$0.00	1,449⁽²⁾	D
Non-Qualified Stock Option (right to buy)	$242.3367	10/22/2021		M⁽¹⁾			156	⁽⁶⁾	08/28/2030	Common Stock	156	$0.0	1,515⁽²⁾	D

Explanation of Responses:

1. These shares were exercised and sold in accordance with a Trading Plan that complies with SEC Rule 10b5-1 and expires on November 8, 2021.

2. On October 5, 2021, the common stock and equity grants of Intuitive Surgical split 3-for-1, resulting in the reporting person's ownership of the company's stock and equity grants to increase (for every one share owned or granted, 2 additional shares were issued) and the exercise price of stock option grants to decrease to 1/3rd of the original grant price.

3. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $338.64 to $341.03 as follows: 20 shares sold at $338.64 to $338.99; 106 shares sold at $339.06 to $339.98; 30 shares sold at $340.04 to $341.03. 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 $338.47 to $341.34 as follows:179 shares sold at $338.47 to $338.99; 866 shares sold at $339 to $339.99; 280 shares sold at $340.09 to $340.82; 22 shares sold at $341 to $341.34. 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. 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.

6. Non-statutory stock option granted pursuant to the 2010 Incentive Award Plan. Option shall vest 7/48th one month after the date of grant and 1/48th monthly thereafter.

7. 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.

	By: Donna Spinola For: Jamie Samath	10/26/2021
	** 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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