0000899243-19-011665.txt : 20190501 0000899243-19-011665.hdr.sgml : 20190501 20190501191054 ACCESSION NUMBER: 0000899243-19-011665 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190501 FILED AS OF DATE: 20190501 DATE AS OF CHANGE: 20190501 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOBIN JAMES R CENTRAL INDEX KEY: 0001190128 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38891 FILM NUMBER: 19789238 MAIL ADDRESS: STREET 1: C/O CURIS INC STREET 2: 4 MAGUIRE ROAD CITY: LEXINGTON STATE: MA ZIP: 02421 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 0001190128 TOBIN JAMES R C/O TRANSMEDICS GROUP, INC. 200 MINUTEMAN ROAD ANDOVER MA 01810 1 0 0 0 Common Stock 142857 I By the James R. Tobin 2012 Trust Series C Convertible Preferred Stock Common Stock 114286 I By the James R. Tobin 2012 Trust Series D Convertible Preferred Stock Common Stock 114285 I By the James R. Tobin 2012 Trust Series F Convertible Preferred Stock Common Stock 63377 I By the James R. Tobin 2012 Trust As of the date of this Form 3, the Common Stock reported herein 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. will be converted into shares of common stock of the Issuer on a 3.5-for-one basis (the "Common Stock Conversion"). The number of shares in Column 2 reflects the Reporting Person's holdings following the Common Stock Conversion. 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 terms of 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 "Preferred Stock Conversion"). The Preferred Stock has no expiration date. The number of shares in Column 3 reflects the Reporting Person's holdings following the Preferred Stock Conversion. Exhibit List: Exhibit 24 - Power of Attorney /s/ Stephen Gordon, Attorney-in-Fact 2019-05-01 EX-24 2 attachment1.htm EX-24 DOCUMENT

                           LIMITED POWER OF ATTORNEY

    The undersigned hereby constitutes and appoints Waleed Hassanein and Stephen
Gordon, and each of them individually, with full power of substitution, as the
undersigned's true and lawful attorney-in-fact to:

    (1) prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the U.S. Securities and Exchange Commission (the
        "SEC") a Form ID, including amendments thereto, and any other documents
        necessary or appropriate to obtain codes and passwords enabling the
        undersigned to make electronic filings with the SEC of reports required
        by Section 16(a) of the Securities Exchange Act of 1934, as amended, or
        any rule or regulation of the SEC;

    (2) execute for and on behalf of the undersigned, in the undersigned's
        capacity as officer and/or director of TransMedics Group, Inc. (the
        "Company"), Forms 3, 4, 5 and any Schedules 13D or 13G in accordance
        with Section 16(a) of the Securities Exchange Act of 1934, as amended,
        and the rules thereunder;

    (3) do and perform any and all acts for and on behalf of the undersigned
        that may be necessary or desirable to complete and execute any such Form
        3, 4, or 5 or Schedule 13D or 13G, complete and execute any amendment or
        amendments thereto, and timely file such form with the SEC and any stock
        exchange or similar authority; and

    (4) take any other action of any type whatsoever in connection with the
        foregoing that, in the opinion of each such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by each
        such attorney-in-fact on behalf of the undersigned pursuant to this
        Power of Attorney shall be in such form and shall contain such terms and
        conditions as each such attorney-in-fact may approve in each such
        attorney-in-fact's discretion.

    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 each such attorney-in-fact, or each
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 each foregoing attorney-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, as amended.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5, and any Schedules 13D
or 13G 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 each foregoing attorney-in-fact.



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    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 23rd day of March, 2019.


                                                              /s/ James R. Tobin
                                                              ------------------
                                                              James R. Tobin



                  Signature Page to Limited Power of Attorney