Form 4 - Statement of changes in beneficial ownership of securities
November 12 2024 - 7:16PM
Edgar (US Regulatory)
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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). |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTUITIVE SURGICAL INC
[ ISRG ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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See Remarks |
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3. Date of Earliest Transaction
(Month/Day/Year)
11/08/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
11/08/2024 |
|
M
|
|
3,007 |
A |
$290.33
|
11,764 |
D |
|
| Common Stock |
11/08/2024 |
|
M
|
|
2,352 |
A |
$347.4167
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14,116 |
D |
|
| Common Stock |
11/08/2024 |
|
M
|
|
2,352 |
A |
$245.6
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16,468 |
D |
|
| Common Stock |
11/08/2024 |
|
M
|
|
1,515 |
A |
$242.3367
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17,983 |
D |
|
| Common Stock |
11/08/2024 |
|
M
|
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1,521 |
A |
$177.9867
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19,504 |
D |
|
| Common Stock |
11/08/2024 |
|
M
|
|
1,449 |
A |
$166.6233
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20,953 |
D |
|
| Common Stock |
11/08/2024 |
|
M
|
|
1,449 |
A |
$182.8333
|
22,402 |
D |
|
| Common Stock |
11/08/2024 |
|
M
|
|
432 |
A |
$174.2567
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22,834 |
D |
|
| Common Stock |
11/08/2024 |
|
M
|
|
432 |
A |
$139.52
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23,266 |
D |
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| Common Stock |
11/08/2024 |
|
M
|
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2,694 |
A |
$304.67
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25,960 |
D |
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| Common Stock |
11/08/2024 |
|
M
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2,693 |
A |
$229.39
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28,653 |
D |
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| Common Stock |
11/08/2024 |
|
M
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|
3,007 |
A |
$208.9
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31,660 |
D |
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| Common Stock |
11/08/2024 |
|
S
|
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22,903 |
D |
$525
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8,757 |
D |
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| Common Stock |
11/11/2024 |
|
M
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|
134 |
A |
$304.67
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8,891 |
D |
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| Common Stock |
11/11/2024 |
|
M
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|
135 |
A |
$229.39
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9,026 |
D |
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| Common Stock |
11/11/2024 |
|
S
|
|
269 |
D |
$539.89
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8,757 |
D |
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Non-Qualified Stock Option (right to buy) |
$290.33
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11/08/2024 |
|
M
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|
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3,007 |
|
02/28/2029 |
Common Stock |
3,007 |
$0
|
1,504 |
D |
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| Non-Qualified Stock Option (right to buy) |
$347.4167
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11/08/2024 |
|
M
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2,352 |
|
08/26/2031 |
Common Stock |
2,352 |
$0
|
213 |
D |
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| Non-Qualified Stock Option (right to buy) |
$245.6
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11/08/2024 |
|
M
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|
|
2,352 |
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02/26/2031 |
Common Stock |
2,352 |
$0
|
213 |
D |
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| Non-Qualified Stock Option (right to buy) |
$242.3367
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11/08/2024 |
|
M
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1,515 |
|
08/28/2030 |
Common Stock |
1,515 |
$0
|
0 |
D |
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| Non-Qualified Stock Option (right to buy) |
$177.9867
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11/08/2024 |
|
M
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|
1,521 |
|
02/28/2030 |
Common Stock |
1,521 |
$0
|
0 |
D |
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| Non-Qualified Stock Option (right to buy) |
$166.6233
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11/08/2024 |
|
M
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|
1,449 |
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08/15/2029 |
Common Stock |
1,449 |
$0
|
0 |
D |
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| Non-Qualified Stock Option (right to buy) |
$182.8333
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11/08/2024 |
|
M
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|
1,449 |
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02/15/2029 |
Common Stock |
1,449 |
$0
|
0 |
D |
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| Non-Qualified Stock Option (right to buy) |
$174.2567
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11/08/2024 |
|
M
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|
432 |
|
08/15/2028 |
Common Stock |
432 |
$0
|
0 |
D |
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| Non-Qualified Stock Option (right to buy) |
$139.52
|
11/08/2024 |
|
M
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|
|
432 |
|
02/15/2028 |
Common Stock |
432 |
$0
|
0 |
D |
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| Non-Qualified Stock Option (right to buy) |
$304.67
|
11/08/2024 |
|
M
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|
2,694 |
|
08/09/2030 |
Common Stock |
2,694 |
$0
|
3,770 |
D |
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| Non-Qualified Stock Option (right to buy) |
$229.39
|
11/08/2024 |
|
M
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|
|
2,693 |
|
02/27/2030 |
Common Stock |
2,693 |
$0
|
3,771 |
D |
|
| Non-Qualified Stock Option (right to buy) |
$208.9
|
11/08/2024 |
|
M
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|
|
3,007 |
|
08/28/2029 |
Common Stock |
3,007 |
$0
|
1,504 |
D |
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| Non-Qualified Stock Option (right to buy) |
$229.39
|
11/11/2024 |
|
M
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|
|
135 |
|
02/27/2030 |
Common Stock |
135 |
$0
|
3,636 |
D |
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| Non-Qualified Stock Option (right to buy) |
$304.67
|
11/11/2024 |
|
M
|
|
|
134 |
|
08/09/2030 |
Common Stock |
134 |
$0
|
3,636 |
D |
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| Explanation of Responses: |
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| Remarks: |
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By: Donna Spinola For: Samath, Jamie |
11/12/2024 |
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** 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_____________________________
Print Name
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_____________________________
Print Name
Intuitive Surgical (NASDAQ:ISRG)
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