Form 4 Basile Edward M

Statement of changes in beneficial ownership of securities

Published: 2019-05-06 18:43:04
Submitted: 2019-05-06
Period Ending In: 2019-05-06
doc4.html FORM 4 SUBMISSION


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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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Basile Edward M

(Last) (First) (Middle)
C/O TRANSMEDICS GROUP, INC.
200 MINUTEMAN ROAD

(Street)
ANDOVER MA 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
Code V Amount (A) or (D) Price
Common Stock 05/06/2019 C(1) 14,314 A (1) 14,314 D
Common Stock 05/06/2019 P 8,500 A $16 22,814 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series F Convertible Preferred Stock (1) 05/06/2019 C(1) 50,100 (1) (1) Common Stock 14,314 (1) 0 D
Stock Option (Right to Buy) $0.2 05/06/2019 J(2) 67,500(2) (3) 02/16/2026 Common Stock 19,285 (2) 0 D
Stock Option (Right to Buy) $0.7 05/06/2019 J(2) 19,285(2) (3) 02/16/2026 Common Stock 19,285 (2) 19,285 D
Explanation of Responses:
1. 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 Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019 (the "Merger Agreement"), such preferred stock of TransMedics, Inc. was 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. were 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. were converted into shares of common stock of the Issuer (the "Conversion"). The Preferred Stock has no expiration date.
2. The Stock Option reported herein as being disposed of is an option 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.
Remarks:
/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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
1
doc4.xml FORM 4 SUBMISSION
Schema Version:
X0306
Document Type:
4
Period Of Report:
2019-05-06
Not Subject To Section16:
0

Issuer

Issuer Cik
0001756262
Issuer Name
TransMedics Group, Inc.
Issuer Trading Symbol
TMDX

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001773661
Rpt Owner Name
Basile Edward M

Reporting Owner Address

Rpt Owner Street1
C/O TRANSMEDICS GROUP, INC.
Rpt Owner Street2
200 MINUTEMAN ROAD
Rpt Owner City
ANDOVER
Rpt Owner State
MA
Rpt Owner Zip Code
01810

Reporting Owner Relationship

Is Director
1
Is Officer
0
Is Ten Percent Owner
0
Is Other
0

Non Derivative Transaction

Security Title
Common Stock
Transaction Date
2019-05-06

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
14314
@attributes Id
F1
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
14314
Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2019-05-06

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
8500
Transaction Price Per Share
16.00
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
22814
Direct Or Indirect Ownership
D

Derivative Transaction

Security Title
Series F Convertible Preferred Stock
@attributes Id
F1
Transaction Date
2019-05-06

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
50100
@attributes Id
F1
Transaction Acquired Disposed Code
D
@attributes Id
F1
@attributes Id
F1

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
14314
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (Right to Buy)
Conversion Or Exercise Price
0.20
Transaction Date
2019-05-06

Transaction Coding

Transaction Form Type
4
Transaction Code
J
Equity Swap Involved
0
@attributes Id
F2

Transaction Amounts

Transaction Shares

Value
67500
@attributes Id
F2
@attributes Id
F2
Transaction Acquired Disposed Code
D
@attributes Id
F3
Expiration Date
2026-02-16

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
19285
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (Right to Buy)
Conversion Or Exercise Price
0.70
Transaction Date
2019-05-06

Transaction Coding

Transaction Form Type
4
Transaction Code
J
Equity Swap Involved
0
@attributes Id
F2

Transaction Amounts

Transaction Shares

Value
19285
@attributes Id
F2
@attributes Id
F2
Transaction Acquired Disposed Code
A
@attributes Id
F3
Expiration Date
2026-02-16

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
19285
Shares Owned Following Transaction
19285
Direct Or Indirect Ownership
D

Footnote

0
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 Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019 (the "Merger Agreement"), such preferred stock of TransMedics, Inc. was 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. were 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. were converted into shares of common stock of the Issuer (the "Conversion"). The Preferred Stock has no expiration date.
1
The Stock Option reported herein as being disposed of is an option 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.
2
The option is fully vested.

Owner Signature

Signature Name
/s/ Stephen Gordon, Attorney-in-Fact
Signature Date
2019-05-06
Additional Files
FileSequenceDescriptionTypeSize
0000899243-19-012290.txt   Complete submission text file   14213
$TMDX

© 2019 SEC.report
SEC CFR Title 17 of the Code of Federal Regulations.