0000899243-19-011676.txt : 20190501 0000899243-19-011676.hdr.sgml : 20190501 20190501191723 ACCESSION NUMBER: 0000899243-19-011676 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190501 FILED AS OF DATE: 20190501 DATE AS OF CHANGE: 20190501 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ABRAMS CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001358706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38891 FILM NUMBER: 19789250 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET, 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-646-6100 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET, 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: PAMET CAPITAL MANAGEMENT, LP DATE OF NAME CHANGE: 20060407 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ABRAMS CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001165407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38891 FILM NUMBER: 19789251 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET, 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6176466100 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET, 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: PAMET CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20020117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ABRAMS CAPITAL, LLC CENTRAL INDEX KEY: 0001112443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38891 FILM NUMBER: 19789252 BUSINESS ADDRESS: STREET 1: 222 BERKELEY ST., 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6176466100 MAIL ADDRESS: STREET 1: 222 BERKELEY ST., 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: ABRAMS CAPITAL LLC DATE OF NAME CHANGE: 20000420 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Abrams David C CENTRAL INDEX KEY: 0001292250 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38891 FILM NUMBER: 19789253 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET, 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Abrams Capital Partners II, L.P. CENTRAL INDEX KEY: 0001292420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38891 FILM NUMBER: 19789254 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET, 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-646-6100 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET, 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riva Capital Partners III, L.P. CENTRAL INDEX KEY: 0001525135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38891 FILM NUMBER: 19789255 BUSINESS ADDRESS: STREET 1: C/O ABRAMS CAPITAL STREET 2: 222 BERKELEY STREET, 22ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 646-6100 MAIL ADDRESS: STREET 1: C/O ABRAMS CAPITAL STREET 2: 222 BERKELEY STREET, 22ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riva Capital Management III, LLC CENTRAL INDEX KEY: 0001775371 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38891 FILM NUMBER: 19789256 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6176466100 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TransMedics Group, Inc. CENTRAL INDEX KEY: 0001756262 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1229 BUSINESS ADDRESS: STREET 1: 200 MINUTEMAN ROAD CITY: ANDOVER STATE: MA ZIP: 01810 BUSINESS PHONE: 9785520900 MAIL ADDRESS: STREET 1: 200 MINUTEMAN ROAD CITY: ANDOVER STATE: MA ZIP: 01810 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-05-01 0 0001756262 TransMedics Group, Inc. TMDX 0001358706 ABRAMS CAPITAL MANAGEMENT, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001165407 ABRAMS CAPITAL MANAGEMENT, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001112443 ABRAMS CAPITAL, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001292250 Abrams David C 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001292420 Abrams Capital Partners II, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001525135 Riva Capital Partners III, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001775371 Riva Capital Management III, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 Series D Convertible Preferred Stock Common Stock 2742856 I See Footnotes Series F Convertible Preferred Stock Common Stock 757003 I See Footnotes As of the date of this Form 3, the Preferred Stock reported herein is preferred stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to 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 preferred stock of TransMedics, Inc. will be converted into shares of common stock of the Issuer based on (i) the one-for-one ratio on which such shares of preferred stock of TransMedics Inc. are convertible into shares of common stock of TransMedics Inc. according to their terms and (ii) the 3.5-for-one ratio on which shares of common stock of TransMedics, Inc. will be converted into shares of common stock of the Issuer (the "Conversion"). The Preferred Stock has no expiration date. The number of shares in Column 3 reflects the Reporting Person's holdings following the Conversion. As of the date of this Form 3, shares reported herein as beneficially owned by (i) Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of Abrams Capital Partners II, L.P. ("ACP II") and other private investment funds, for which Abrams Capital serves as general partner; and (ii) Riva Capital Management III, LLC ("RCM III") represent shares held for the account of Riva Capital Partners III, L.P. ("Riva III"), for which RCM III serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent the above-referenced shares beneficially owned by private investment funds for which the LP serves as investment manager. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital, RCM III and the LLC. Mr. Abrams is the managing member of Abrams Capital, RCM III, and the LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. Of the shares held on May 1, 2019, 1,272,914 shares were held for the account of ACP II; 1,142,857 shares were held for the account of Riva III; RCM III may be deemed to beneficially own 1,142,857 shares; Abrams Capital may be deemed to beneficially own 1,506,400 shares; and all of such shares may be deemed to be beneficially owned by Mr. Abrams, the LP and the LLC. Of the shares held on May 1, 2019, 351,313 shares were held for the account of ACP II; 315,418 shares were held for the account of Riva III; RCM III may be deemed to beneficially own 315,418 shares; Abrams Capital may be deemed to beneficially own 415,753 shares; and all of such shares may be deemed to be owned by Mr. Abrams, the LP and the LLC. Abrams Capital Management, L.P., by Abrams Capital Management, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams 2019-05-01 Abrams Capital Management, LLC, by David C. Abrams, Managing Member /s/ David Abrams 2019-05-01 Abrams Capital, LLC, by David C. Abrams, Managing Member /s/ David Abrams 2019-05-01 /s/ David C. Abrams 2019-05-01 Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams 2019-05-01 Riva Capital Partners III, L.P., by Riva Capital Management III, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams 2019-05-01 Riva Capital Management III, LLC, by David C. Abrams, Managing Member /s/ David Abrams 2019-05-01