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^*

Sullivan John F

(Last)

(First)

(Middle)

C/O TRANSMEDICS GROUP, INC.

200 MINUTEMAN ROAD

(Street)

ANDOVER

01810

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TransMedics Group, Inc. [ TMDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP of Quality & Engineering

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2019

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	05/06/2019		J⁽¹⁾		33,000	D	⁽¹⁾	0	D
Common Stock	05/06/2019		J⁽¹⁾		9,428	A	⁽¹⁾	9,428	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)
Stock Option (Right to Buy)	$16.5⁽²⁾	05/06/2019		J⁽²⁾			1,000⁽²⁾	⁽³⁾	12/16/2020	Common Stock	285	⁽²⁾	0	D
Stock Option (Right to Buy)	$57.75⁽²⁾	05/06/2019		J⁽²⁾		285⁽²⁾		⁽³⁾	12/16/2020	Common Stock	285	⁽²⁾	285	D
Stock Option (Right to Buy)	$0.11⁽²⁾	05/06/2019		J⁽²⁾			51,162⁽²⁾	⁽³⁾	09/27/2021	Common Stock	14,617	⁽²⁾	0	D
Stock Option (Right to Buy)	$0.39⁽²⁾	05/06/2019		J⁽²⁾		14,617⁽²⁾		⁽³⁾	09/27/2021	Common Stock	14,617	⁽²⁾	14,617	D
Stock Option (Right to Buy)	$0.08⁽²⁾	05/06/2019		J⁽²⁾			35,000⁽²⁾	⁽³⁾	03/27/2023	Common Stock	10,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$0.28⁽²⁾	05/06/2019		J⁽²⁾		10,000⁽²⁾		⁽³⁾	03/27/2023	Common Stock	10,000	⁽²⁾	10,000	D
Stock Option (Right to Buy)	$0.08⁽²⁾	05/06/2019		J⁽²⁾			66,402⁽²⁾	⁽³⁾	05/29/2023	Common Stock	18,972	⁽²⁾	0	D
Stock Option (Right to Buy)	$0.28⁽²⁾	05/06/2019		J⁽²⁾		18,972⁽²⁾		⁽³⁾	05/29/2023	Common Stock	18,972	⁽²⁾	18,972	D
Stock Option (Right to Buy)	$0.63⁽²⁾	05/06/2019		J⁽²⁾			85,530⁽²⁾	⁽⁴⁾	06/22/2027	Common Stock	24,437	⁽²⁾	0	D
Stock Option (Right to Buy)	$2.21⁽²⁾	05/06/2019		J⁽²⁾		24,437⁽²⁾		⁽⁴⁾	06/22/2027	Common Stock	24,437	⁽²⁾	24,437	D

Explanation of Responses:

1. The Common Stock reported herein as being disposed of is common stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the terms of the Agreement and Plan of Merger and Reorganization by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated April 15, 2019 (the "Merger Agreement"), such common stock of TransMedics, Inc. was converted into shares of common stock of the Issuer on a 3.5-for-one basis.

2. The Stock Options reported herein as being disposed of are options to purchase common stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the terms of the Merger Agreement, each outstanding option to purchase shares of common stock of TransMedics, Inc. was converted into an outstanding option to purchase shares of common stock of the Issuer adjusted on a 3.5-for-one basis, with a corresponding adjustment to the exercise price.

3. The option is fully vested.

4. The option vests at a rate of 2.0833% of the total number of shares each month until the option is fully vested on the fourth anniversary of the vesting commencement date, June 22, 2017.

Remarks:

	By: /s/ Stephen Gordon, Attorney-in-Fact	05/06/2019
	** 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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