| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/01/2024 |
3. Issuer Name and Ticker or Trading Symbol
INTUITIVE SURGICAL INC [ ISRG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 8,952 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Non-Qualified Stock Option (right to buy) | (1) | 02/28/2030 | Common Stock | 3,384 | 177.9867 | D | |
| Non-Qualified Stock Option (right to buy) | (2) | 08/28/2029 | Common Stock | 6,767 | 208.9 | D | |
| Non-Qualified Stock Option (right to buy) | (3) | 02/27/2030 | Common Stock | 7,900 | 229.39 | D | |
| Non-Qualified Stock Option (right to buy) | (2) | 08/28/2030 | Common Stock | 3,381 | 242.3367 | D | |
| Non-Qualified Stock Option (right to buy) | (1) | 02/26/2031 | Common Stock | 3,300 | 245.6 | D | |
| Non-Qualified Stock Option (right to buy) | (1) | 02/28/2029 | Common Stock | 6,767 | 290.33 | D | |
| Non-Qualified Stock Option (right to buy) | (4) | 08/09/2030 | Common Stock | 7,900 | 304.67 | D | |
| Non-Qualified Stock Option (right to buy) | (2) | 08/26/2031 | Common Stock | 3,300 | 347.4167 | D | |
| Restricted Stock Units | (5) | (5) | Common Stock | 5,267 | 0 | D | |
| Restricted Stock Units | (6) | (6) | Common Stock | 1,689 | 0 | D | |
| Restricted Stock Units | (6) | (6) | Common Stock | 3,297 | 0 | D | |
| Restricted Stock Units | (6) | (6) | Common Stock | 3,383 | 0 | D | |
| Explanation of Responses: |
| 1. The option vests 1/8th six months after the date of grant and 1/48th monthly thereafter, subject to Reporting Person's continuous service to the Issuer through each such vesting date. |
| 2. The option vests 7/48th one month after the date of grant and 1/48th monthly thereafter, subject to Reporting Person's continuous service to the Issuer through each such vesting date. |
| 3. 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. |
| 4. 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. |
| 5. Each RSU represents a contingent right to receive one share of Issuer common stock upon vesting. 25% of the RSUs shall vest on each anniversary of February 10, 2023, subject to Reporting Person's continuous service to the Issuer through each such vesting date. |
| 6. Each RSU represents a contingent right to receive one share of Issuer common stock upon vesting. 25% of the RSUs shall vest on each anniversary of the date of grant, subject to Reporting Person's continuous service to the Issuer through each such vesting date. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| By: Donna Spinola For: Miller, Brian Edward | 02/08/2024 | |
| ** 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 5 (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 (i) Stephanie Lim- Ignacio, (ii) Donna Spinola, (iii) Brian King, and (iv) Cory Balliet of Intuitive Surgical, lnc.(the "Company") and (v) Mark V. Roeder and John Williams of Latham & Watkins LLP, and each of them individually, to execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company,
Fonns 3, 4 and 5, and other forms as may be required, and any amendments thereto, and cause such form(s) 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, relating to the undersigned's beneficial ownership of securities in the Company. 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 attorney-in-fact, or such attorney-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 Securities Exchange Act of 1934.
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 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 30th day of January 2024.
/s/ Brian Edward Miller
Signature
Brian Edward Miller
Print Name