Rubash Mark J Form 4 INTUITIVE SURGICAL / MARK J RUBASH ownership change

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^*

RUBASH MARK J

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2023

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	04/21/2023		M⁽¹⁾		463	A	$90.4944	15,463	D
Common Stock	04/21/2023		S⁽¹⁾		463	D	$297.8943⁽²⁾	15,000	D
Common Stock	04/21/2023		M⁽¹⁾		173	A	$71.3233	15,173	D
Common Stock	04/21/2023		S⁽¹⁾		173	D	$297.8943⁽²⁾	15,000	D
Common Stock	04/21/2023		M⁽¹⁾		349	A	$71.3233	15,349	D
Common Stock	04/21/2023		S⁽¹⁾		349	D	$297.9281⁽³⁾	15,000	D
Common Stock	04/21/2023		M⁽¹⁾		349	A	$71.3233	15,349	D
Common Stock	04/21/2023		S⁽¹⁾		349	D	$297.9443⁽⁴⁾	15,000	D
Common Stock	04/21/2023		M⁽¹⁾		349	A	$71.3233	15,349	D
Common Stock	04/21/2023		S⁽¹⁾		349	D	$297.9402⁽⁵⁾	15,000	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)	$71.3233	04/21/2023		M⁽¹⁾			173	⁽⁶⁾	04/21/2026	Common Stock	173	$0.0	1,570	D
Non-Qualified Stock Option (right to buy)	$71.3233	04/21/2023		M⁽¹⁾			349	⁽⁶⁾	04/21/2026	Common Stock	349	$0.0	1,221	D
Non-Qualified Stock Option (right to buy)	$71.3233	04/21/2023		M⁽¹⁾			349	⁽⁶⁾	04/21/2026	Common Stock	349	$0.0	872	D
Non-Qualified Stock Option (right to buy)	$71.3233	04/21/2023		M⁽¹⁾			349	⁽⁶⁾	04/21/2026	Common Stock	349	$0.0	523	D
Non-Qualified Stock Option (right to buy)	$90.4944	04/21/2023		M⁽¹⁾			927	⁽⁷⁾	04/20/2027	Common Stock	927	$0.0	3,708	D
Non-Qualified Stock Option (right to buy)	$90.4944	04/21/2023		M⁽¹⁾			927	⁽⁷⁾	04/20/2027	Common Stock	927	$0.0	2,781	D
Non-Qualified Stock Option (right to buy)	$90.4944	04/21/2023		M⁽¹⁾			927	⁽⁷⁾	04/20/2027	Common Stock	927	$0.0	1,854	D
Non-Qualified Stock Option (right to buy)	$90.4944	04/21/2023		M⁽¹⁾			463	⁽⁷⁾	04/20/2027	Common Stock	463	$0.0	1,391	D
Non-Qualified Stock Option (right to buy)	$154.2367	04/21/2023		M⁽¹⁾			598	⁽⁷⁾	04/19/2028	Common Stock	598	$0.0	2,390	D
Non-Qualified Stock Option (right to buy)	$154.2367	04/21/2023		M⁽¹⁾			598	⁽⁷⁾	04/19/2028	Common Stock	598	$0.0	1,792	D
Non-Qualified Stock Option (right to buy)	$154.2367	04/21/2023		M⁽¹⁾			598	⁽⁷⁾	04/19/2028	Common Stock	598	$0.0	1,194	D
Non-Qualified Stock Option (right to buy)	$154.2367	04/21/2023		M⁽¹⁾			299	⁽⁷⁾	04/19/2028	Common Stock	299	$0.0	895	D
Non-Qualified Stock Option (right to buy)	$171.0733	04/21/2023		M⁽¹⁾			460	⁽⁶⁾	04/23/2030	Common Stock	460	$0.0	1,838	D
Non-Qualified Stock Option (right to buy)	$171.0733	04/21/2023		M⁽¹⁾			460	⁽⁶⁾	04/23/2030	Common Stock	460	$0.0	1,378	D
Non-Qualified Stock Option (right to buy)	$171.0733	04/21/2023		M⁽¹⁾			460	⁽⁶⁾	04/23/2030	Common Stock	460	$0.0	918	D
Non-Qualified Stock Option (right to buy)	$171.0733	04/21/2023		M⁽¹⁾			230	⁽⁶⁾	04/23/2030	Common Stock	230	$0.0	688	D
Non-Qualified Stock Option (right to buy)	$172.5933	04/21/2023		M⁽¹⁾			472	⁽⁷⁾	04/25/2029	Common Stock	472	$0.0	1,886	D
Non-Qualified Stock Option (right to buy)	$172.5933	04/21/2023		M⁽¹⁾			472	⁽⁷⁾	04/25/2029	Common Stock	472	$0.0	1,414	D
Non-Qualified Stock Option (right to buy)	$172.5933	04/21/2023		M⁽¹⁾			472	⁽⁷⁾	04/25/2029	Common Stock	472	$0.0	942	D
Non-Qualified Stock Option (right to buy)	$172.5933	04/21/2023		M⁽¹⁾			235	⁽⁷⁾	04/25/2029	Common Stock	235	$0.0	707	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 February 1, 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 $296.45 to $299.15 as follows: 275 shares sold at $296.45 to $297.41; 888 shares sold at $297.48 to $298.48; and 237 shares sold at $298.50 to $299.15. 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 $296.62 to $299.27 as follows: 638 shares sold at $296.62 to $297.49; 1,718 shares sold at $297.68 to $298.67; and 450 shares sold at $298.69 to $299.27. 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 $296.60 to $299.28 as follows: 638 shares sold at $296.60 to $297.51; 1,768 shares sold at $297.72 to $298.69; and 400 shares sold at $298.74 to $299.28. 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 $296.60 to $299.27 as follows: 638 shares sold at $296.60 to $297.49; 1,768 shares sold at $297.73 to $298.69; and 400 shares sold at $298.74 to $299.27. 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. 100% of the shares subject to the option shall vest on the earlier of the one year anniversary of the date of grant or the next Annual Meeting of Stockholders, subject to the Reporting Person's continued service as a director to the issuer.

7. Non-statutory stock option granted pursuant to the Non-Employee Directors' Stock Option Plan. Option shall vest 100% one year after the date of grant or at the next Shareholders Meeting, whichever should take place first, provided that vesting will cease on termination of the Directors service to the Company.

	By: Donna Spinola For: Rubash, Mark J.	04/24/2023
	** 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.
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Rubash Mark J Form 4INTUITIVE SURGICAL / MARK J RUBASH ownership change