0000929638-20-000276.txt : 20200213 0000929638-20-000276.hdr.sgml : 20200213 20200213160632 ACCESSION NUMBER: 0000929638-20-000276 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 GROUP MEMBERS: ABRAMS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: ABRAMS CAPITAL PARTNERS II, L.P. GROUP MEMBERS: ABRAMS CAPITAL, LLC GROUP MEMBERS: DAVID ABRAMS SUBJECT COMPANY: 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: 1228 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91061 FILM NUMBER: 20610441 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABRAMS CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001358706 IRS NUMBER: 204043368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G 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 COMPANY: FORMER CONFORMED NAME: PAMET CAPITAL MANAGEMENT, LP DATE OF NAME CHANGE: 20060407 SC 13G 1 schedule13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
 

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*

TransMedics Group, Inc.
(Name of Issuer)

Common Stock, No par value
(Title of Class of Securities)

 
89377M109
  
(CUSIP Number)

December 31, 2019
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 [  ]            Rule 13d-1(b)
 [x]            Rule 13d-1(c)
 [  ]            Rule 13d-1(d)
*            The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.  Beneficial ownership information contained herein is given as of the date listed above.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Except as otherwise provided herein, beneficial ownership information contained herein is given as of the date listed above.

1
Names of Reporting Persons.
 
Riva Capital Partners III, L.P.
Riva Capital Management III, LLC
Abrams Capital Partners II, L.P.
Abrams Capital, LLC
Abrams Capital Management, LLC
Abrams Capital Management, L.P.
David Abrams
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Riva Capital Partners III, L.P. – Delaware
Riva Capital Management III, LLC – Delaware
Abrams Capital Partners II, L.P. - Delaware
Abrams Capital, LLC – Delaware
Abrams Capital Management, LLC – Delaware
Abrams Capital Management, L.P. – Delaware
David Abrams – United States
 

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
   
5  Sole Voting Power
 
Riva Capital Partners III, L.P. – 0 shares
Riva Capital Management III, LLC – 0 shares
Abrams Capital Partners II, L.P. - 0 shares
Abrams Capital, LLC – 0 shares
Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares
David Abrams – 0 shares
6  Shared Voting Power
 
Riva Capital Partners III, L.P. – 1,458,275 shares
Riva Capital Management III, LLC – 1,458,275 shares
Abrams Capital Partners II, L.P. – 1,624,227 shares
Abrams Capital, LLC – 1,922,152 shares
Abrams Capital Management, LLC – 3,499,859 shares
Abrams Capital Management, L.P. – 3,499,859 shares
David Abrams – 3,499,859 shares
 
7  Sole Dispositive Power
 
Riva Capital Partners III, L.P. – 0 shares
Riva Capital Management III, LLC – 0 shares
Abrams Capital Partners II, L.P. - 0 shares
Abrams Capital, LLC – 0 shares
Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares
David Abrams – 0 shares
 
8  Shared Dispositive Power
 
Riva Capital Partners III, L.P. – 1,458,275 shares
Riva Capital Management III, LLC – 1,458,275 shares
Abrams Capital Partners II, L.P. – 1,624,227 shares
Abrams Capital, LLC – 1,922,152 shares
Abrams Capital Management, LLC – 3,499,859 shares
Abrams Capital Management, L.P. – 3,499,859 shares
David Abrams – 3,499,859 shares
 

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
Riva Capital Partners III, L.P. – 1,458,275 shares
Riva Capital Management III, LLC – 1,458,275 shares
Abrams Capital Partners II, L.P. – 1,624,227 shares
Abrams Capital, LLC – 1,922,152 shares
Abrams Capital Management, LLC – 3,499,859 shares
Abrams Capital Management, L.P. – 3,499,859 shares
David Abrams – 3,499,859 shares
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
 
Riva Capital Partners III, L.P. – 6.89%
Riva Capital Management III, LLC –6.89%
Abrams Capital Partners II, L.P. – 7.67%
Abrams Capital, LLC – 9.08%
Abrams Capital Management, LLC – 16.54%
Abrams Capital Management, L.P. – 16.54%
David Abrams – 16.54%
 
12
Type of Reporting Person (See Instructions)
 
Riva Capital Partners III, L.P. – OO (Limited Partnership)
Riva Capital Management III, LLC – OO (Limited Liability Company)
Abrams Capital Partners II, L.P. - OO (Limited Partnership)
Abrams Capital, LLC  – OO (Limited Liability Company)
Abrams Capital Management, LLC  – OO (Limited Liability Company)
Abrams Capital Management, L.P.  – OO (Limited Partnership)
David Abrams – IN
 
SCHEDULE 13G
Item 1
 
 
(a)
Name of Issuer

  
   
TransMedics Group, Inc.

  
 
(b)
Address of Issuer’s Principal Executive Offices

  
   
200 Minuteman Road, Andover, Massachusetts 01810
  

Item 2
  
 
(a)
Name of Person Filing

  
   
Riva Capital Partners III, L.P.
Riva Capital Management III, LLC
Abrams Capital Partners II, L.P.
Abrams Capital, LLC
Abrams Capital Management, LLC
Abrams Capital Management, L.P.
David Abrams
 
  
 
(b)
Address of Principal Business Office or, if none, Residence

  
   
Riva Capital Partners III, L.P.
Riva Capital Management III, LLC
Abrams Capital Partners II, L.P.
Abrams Capital, LLC
Abrams Capital Management, LLC
Abrams Capital Management, L.P.
David Abrams
c/o Abrams Capital Management, L.P.
222 Berkeley Street, 21st Floor
Boston, MA 02116
 
  
 
(c)
Citizenship

  
   
Riva Capital Partners III, L.P. – Delaware
Riva Capital Management III, LLC – Delaware
Abrams Capital Partners II, L.P. - Delaware
Abrams Capital, LLC - Delaware
Abrams Capital Management, LLC - Delaware
Abrams Capital Management, L.P. - Delaware
David Abrams  - United States
 
  
 
(d)
Title of Class of Securities

  
   
Common Stock, no par value

  
 
(e)
CUSIP Number

  
   
89377M109
  

Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  
 
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  
 
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act;
  
 
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
  
 
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  
 
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  
 
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
  
 
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  
 
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  
 
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
  
 
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
  
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4
Ownership
The percentages reported herein are calculated based upon the statement in the Issuer’s Report on Form 10-Q for the quarterly period ended September 28, 2019, as filed with the Securities and Exchange Commission on November 8, 2019, that there were 21,163,664 shares of Common Stock of the Issuer outstanding as of October 31, 2019.

Item 4(a)
Amount Beneficially Owned**
 
Riva Capital Partners III, L.P. – 1,458,275 shares
Riva Capital Management III, LLC – 1,458,275 shares
Abrams Capital Partners II, L.P. – 1,624,227 shares
Abrams Capital, LLC – 1,922,152 shares
Abrams Capital Management, LLC – 3,499,859 shares
Abrams Capital Management, L.P. – 3,499,859 shares
David Abrams – 3,499,859 shares

Item 4(b)
Percent of Class
 
Riva Capital Partners III, L.P. – 6.89%
Riva Capital Management III, LLC – 6.89%
Abrams Capital Partners II, L.P. – 7.67%
Abrams Capital, LLC – 9.08%
Abrams Capital Management, LLC – 16.54%
Abrams Capital Management, L.P. – 16.54%
David Abrams – 16.54%
Item 4(c)
Number of shares as to which each such person has voting and dispositive power:
(i)
sole power to vote or to direct the vote
 
Riva Capital Partners III, L.P. – 0 shares
Riva Capital Management III, LLC –0 shares
Abrams Capital Partners II, L.P. - 0 shares
Abrams Capital, LLC – 0 shares
Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares
David Abrams – 0 shares

(ii)
shared power to vote or to direct the vote
 
Riva Capital Partners III, L.P. – 1,458,275 shares
Riva Capital Management III, LLC – 1,458,275 shares
Abrams Capital Partners II, L.P. – 1,624,227 shares
Abrams Capital, LLC – 1,922,152 shares
Abrams Capital Management, LLC – 3,499,859 shares
Abrams Capital Management, L.P. – 3,499,859 shares
David Abrams – 3,499,859 shares
(iii)
sole power to dispose or to direct the disposition of
 
Riva Capital Partners III, L.P. – 0 shares
Riva Capital Management III, LLC – 0 shares
Abrams Capital Partners II, L.P. - 0 shares
Abrams Capital, LLC – 0 shares
Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares
David Abrams – 0 shares
(iv)
shared power to dispose or to direct the disposition of
 
Riva Capital Partners III, L.P. – 1,458,275 shares
Riva Capital Management III, LLC – 1,458,275 shares
Abrams Capital Partners II, L.P. – 1,624,227 shares
Abrams Capital, LLC – 1,922,152 shares
Abrams Capital Management, LLC – 3,499,859 shares
Abrams Capital Management, L.P. – 3,499,859 shares
David Abrams – 3,499,859 shares
 
***Shares reported herein for Abrams Capital Partners II, L.P. (“ACP II”) represent shares beneficially owned by ACP II.  Shares reported herein for Abrams Capital, LLC (“Abrams Capital”) represent shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner.  Shares reported herein for Riva Capital Partners III, L.P. (“RCP III”) represent shares beneficially owned by RCP III.  Riva Capital Management III, LLC (“RCM III”) serves as the general partner of RCP III and, therefore, shares reported herein for RCM III represent shares beneficially owned by RCP III.  Shares reported herein for Abrams Capital Management, L.P.   (“Abrams CM LP”) and Abrams Capital Management, LLC (“Abrams CM LLC”) represent shares beneficially owned by ACP II, RCP III, and other private investment funds for which Abrams CM LP serves as investment manager.  Abrams CM LLC is the general partner of Abrams CM LP.  Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital, RCM III, and Abrams CM LLC.  Mr. Abrams is the managing member of Abrams Capital, RCM III, and Abrams CM LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.



Item 5
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [   ].
Item 6
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Not applicable.
Item 8
Identification and Classification of Members of the Group
 
Not applicable.
Item 9
Notice of Dissolution of Group
 
Not applicable.

Item 10
Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits
Exhibit
99.1
Joint Filing Agreement by and among the Reporting Persons

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2020

   
 
Riva Capital Partners III, L.P.
   
 
By: Riva Capital Management III, LLC
 
its General Partner
   
 
By: /s/ David Abrams
 
David Abrams, Managing Member
   
   
 
Riva Capital Management III, LLC
   
 
By: /s/ David Abrams
 
David Abrams, Managing Member
   
   
 
ABRAMS CAPITAL PARTNERS II, L.P.
   
 
By: Abrams Capital, LLC,
 
its General Partner
   
 
By: /s/ David Abrams
 
David Abrams, Managing Member
 
 
 
ABRAMS CAPITAL, LLC
   
 
By: /s/ David Abrams
 
David Abrams, Managing Member
   
   
 
ABRAMS CAPITAL MANAGEMENT, LLC
   
 
By: /s/ David Abrams
 
David Abrams, Managing Member
   
   
 
ABRAMS CAPITAL MANAGEMENT, L.P.
   
 
By: Abrams Capital Management, LLC,
 
its General Partner
   
 
By: /s/ David Abrams
 
David Abrams, Managing Member
   
   
 
DAVID ABRAMS
   
 
By: /s/ David Abrams
 
David Abrams, individually


EX-99.1 2 exhibit991.htm
Exhibit 99.1

JOINT FILING AGREEMENT
 
This Joint Filing Agreement is by and among Abrams Capital Partners II, L.P., Abrams Capital, LLC, Abrams Capital Management, LLC, Abrams Capital Management, L.P., Riva Capital Partners III, L.P., Riva Capital Management III, LLC and David Abrams (collectively, the "Filers"). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, no par value of TransMedics Group, Inc. beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Filers upon one week's prior written notice (or such lesser period of notice as the Filers may mutually agree) to the other party. Executed and delivered as of the date first above written.
 
Date: February 13, 2020


   
 
Riva Capital Partners III, L.P.
   
 
By: Riva Capital Management III, LLC
 
its General Partner
   
 
By: /s/ David Abrams
 
David Abrams, Managing Member
   
   
 
Riva Capital Management III, LLC
   
 
By: /s/ David Abrams
 
David Abrams, Managing Member
   
   
 
ABRAMS CAPITAL PARTNERS II, L.P.
   
 
By: Abrams Capital, LLC,
 
its General Partner
   
 
By: /s/ David Abrams
 
David Abrams, Managing Member
 
 
 
ABRAMS CAPITAL, LLC
   
 
By: /s/ David Abrams
 
David Abrams, Managing Member
   
   
 
ABRAMS CAPITAL MANAGEMENT, LLC
   
 
By: /s/ David Abrams
 
David Abrams, Managing Member
   
   
 
ABRAMS CAPITAL MANAGEMENT, L.P.
   
 
By: Abrams Capital Management, LLC,
 
its General Partner
   
 
By: /s/ David Abrams
 
David Abrams, Managing Member
   
   
 
DAVID ABRAMS
   
 
By: /s/ David Abrams
 
David Abrams, individually