FORM 4
☐

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
RUBASH MARK J
 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)
(Last)
(First)
(Middle)

1020 KIFER ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
04/21/2023
(Street)

SUNNYVALE, CA 94086
(City)
(State)
(Zip)
4. If Amendment, Date 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)

Code

V

Amount

(A) or (D)

Price

Common Stock

04/21/2023 M (1)  463A $90.494415,463D 

Common Stock

04/21/2023 S (1)  463D $297.8943 (2) 15,000D 

Common Stock

04/21/2023 M (1)  173A $71.323315,173D 

Common Stock

04/21/2023 S (1)  173D $297.8943 (2) 15,000D 

Common Stock

04/21/2023 M (1)  349A $71.323315,349D 

Common Stock

04/21/2023 S (1)  349D $297.9281 (3) 15,000D 

Common Stock

04/21/2023 M (1)  349A $71.323315,349D 

Common Stock

04/21/2023 S (1)  349D $297.9443 (4) 15,000D 

Common Stock

04/21/2023 M (1)  349A $71.323315,349D 

Common Stock

04/21/2023 S (1)  349D $297.9402 (5) 15,000D 


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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

 $71.323304/21/2023 M (1)   173  (6) 04/21/2026

Common Stock

173 $ 0 1,570D 

Non-Qualified Stock Option (right to buy)

 $71.323304/21/2023 M (1)   349  (6) 04/21/2026

Common Stock

349 $ 0 1,221D 

Non-Qualified Stock Option (right to buy)

 $71.323304/21/2023 M (1)   349  (6) 04/21/2026

Common Stock

349 $ 0 872D 

Non-Qualified Stock Option (right to buy)

 $71.323304/21/2023 M (1)   349  (6) 04/21/2026

Common Stock

349 $ 0 523D 

Non-Qualified Stock Option (right to buy)

 $90.494404/21/2023 M (1)   927  (7) 04/20/2027

Common Stock

927 $ 0 3,708D 

Non-Qualified Stock Option (right to buy)

 $90.494404/21/2023 M (1)   927  (7) 04/20/2027

Common Stock

927 $ 0 2,781D 

Non-Qualified Stock Option (right to buy)

 $90.494404/21/2023 M (1)   927  (7) 04/20/2027

Common Stock

927 $ 0 1,854D 

Non-Qualified Stock Option (right to buy)

 $90.494404/21/2023 M (1)   463  (7) 04/20/2027

Common Stock

463 $ 0 1,391D 

Non-Qualified Stock Option (right to buy)

 $154.236704/21/2023 M (1)   598  (7) 04/19/2028

Common Stock

598 $ 0 2,390D 

Non-Qualified Stock Option (right to buy)

 $154.236704/21/2023 M (1)   598  (7) 04/19/2028

Common Stock

598 $ 0 1,792D 

Non-Qualified Stock Option (right to buy)

 $154.236704/21/2023 M (1)   598  (7) 04/19/2028

Common Stock

598 $ 0 1,194D 

Non-Qualified Stock Option (right to buy)

 $154.236704/21/2023 M (1)   299  (7) 04/19/2028

Common Stock

299 $ 0 895D 

Non-Qualified Stock Option (right to buy)

 $171.073304/21/2023 M (1)   460  (6) 04/23/2030

Common Stock

460 $ 0 1,838D 

Non-Qualified Stock Option (right to buy)

 $171.073304/21/2023 M (1)   460  (6) 04/23/2030

Common Stock

460 $ 0 1,378D 

Non-Qualified Stock Option (right to buy)

 $171.073304/21/2023 M (1)   460  (6) 04/23/2030

Common Stock

460 $ 0 918D 

Non-Qualified Stock Option (right to buy)

 $171.073304/21/2023 M (1)   230  (6) 04/23/2030

Common Stock

230 $ 0 688D 

Non-Qualified Stock Option (right to buy)

 $172.593304/21/2023 M (1)   472  (7) 04/25/2029

Common Stock

472 $ 0 1,886D 

Non-Qualified Stock Option (right to buy)

 $172.593304/21/2023 M (1)   472  (7) 04/25/2029

Common Stock

472 $ 0 1,414D 

Non-Qualified Stock Option (right to buy)

 $172.593304/21/2023 M (1)   472  (7) 04/25/2029

Common Stock

472 $ 0 942D 

Non-Qualified Stock Option (right to buy)

 $172.593304/21/2023 M (1)   235  (7) 04/25/2029

Common Stock

235 $ 0 707D 

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.



Signatures

By: Donna Spinola For: Rubash, Mark J.

04/24/2023
** Signature of Reporting PersonDate
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