0000899243-19-011677.txt : 20190501
0000899243-19-011677.hdr.sgml : 20190501
20190501191814
ACCESSION NUMBER: 0000899243-19-011677
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: Flagship Ventures Fund IV General Partner LLC
CENTRAL INDEX KEY: 0001508051
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38891
FILM NUMBER: 19789258
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-868-1888
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flagship Ventures Fund IV, L.P.
CENTRAL INDEX KEY: 0001503559
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38891
FILM NUMBER: 19789259
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY, 8TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-868-1888
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY, 8TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flagship Ventures 2007 General Partner LLC
CENTRAL INDEX KEY: 0001508053
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38891
FILM NUMBER: 19789260
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-868-1888
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flagship Ventures Fund 2007, L.P.
CENTRAL INDEX KEY: 0001508052
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38891
FILM NUMBER: 19789261
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY, 8TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-868-1888
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY, 8TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AFEYAN NOUBAR
CENTRAL INDEX KEY: 0001222012
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38891
FILM NUMBER: 19789262
MAIL ADDRESS:
STREET 1: 1 SUNSET RIDGE
CITY: LEXINGTON
STATE: MA
ZIP: 02173
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
0001508051
Flagship Ventures Fund IV General Partner LLC
C/O FLAGSHIP PIONEERING INC.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001503559
Flagship Ventures Fund IV, L.P.
C/O FLAGSHIP PIONEERING INC.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001508053
Flagship Ventures 2007 General Partner LLC
C/O FLAGSHIP PIONEERING INC.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001508052
Flagship Ventures Fund 2007, L.P.
C/O FLAGSHIP PIONEERING INC.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001222012
AFEYAN NOUBAR
C/O FLAGSHIP PIONEERING INC.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
Common Stock
214285
I
By Flagship Ventures Fund IV, L.P.
Common Stock
268736
I
By Flagship Ventures 2007, L.P.
Series C Convertible Preferred Stock
Common Stock
571428
I
By Flagship Ventures Fund IV, L.P.
Series D Convertible Preferred Stock
Common Stock
400000
I
By Flagship Ventures Fund IV, L.P.
Series F Convertible Preferred Stock
Common Stock
283460
I
By Flagship Ventures Fund IV, L.P.
Series C Convertible Preferred Stock
Common Stock
359276
I
By Flagship Ventures Fund 2007, L.P.
Series D Convertible Preferred Stock
Common Stock
171428
I
By Flagship Ventures Fund 2007, L.P.
Series F Convertible Preferred Stock
Common Stock
128845
I
By Flagship Ventures Fund 2007, L.P.
Series B-1 Convertible Preferred Stock
Common Stock
132817
I
By Flagship Ventures Fund 2007, L.P.
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 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.
Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. is a manager of Flagship Fund IV GP and, for purposes of Flagship Fund IV's investment in the Issuer, Dr. Afeyan may be deemed to have voting and investment power with respect to all shares held by Flagship Fund IV. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent, if any, of his or its pecuniary interest therein.
Shares held by Flagship Ventures Fund 2007, L.P. ("Flagship Fund 2007"). Flagship Ventures 2007 General Partner LLC ("Flagship Fund 2007 GP") is the general partner of Flagship Fund 2007. Dr. Afeyan is a manager of Flagship Fund 2007 GP and, for purposes of Flagship Fund 2007's investment in the Issuer, Dr. Afeyan may be deemed to have voting and investment power with respect to all shares held by Flagship Fund 2007. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent, if any, of his or its pecuniary interest therein.
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 Merger Agreement, each outstanding share of Series C, Series D and Series F 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.
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 Merger Agreement, each outstanding share of Series B-1 preferred stock of TransMedics, Inc. will be converted into shares of common stock of the Issuer based on (i) the 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, determined by dividing the original issue price of $3.416 per share by a conversion price of $12.365, 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 "Series B-1 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 Series B-1 Preferred Stock Conversion.
Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager
2019-05-01
Flagship Ventures Fund IV, L.P., By Flagship Ventures Fund IV General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager
2019-05-01
Flagship Ventures Fund 2007 General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager
2019-05-01
Flagship Ventures Fund 2007, L.P., By Flagship Ventures Fund 2007 General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager
2019-05-01
/s/ Noubar B. Afeyan, Noubar B. Afeyan
2019-05-01