Sec Form 4 Filing - Sullivan John F @ TransMedics Group, Inc. - 2019-05-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sullivan John F
2. Issuer Name and Ticker or Trading Symbol
TransMedics Group, Inc. [ TMDX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP of Quality & Engineering
(Last) (First) (Middle)
C/O TRANSMEDICS GROUP, INC., 200 MINUTEMAN ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/06/2019
(Street)
ANDOVER, MA01810
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 J( 1 ) 33,000 D 0 D
Common Stock 05/06/2019 J( 1 ) 9,428 A 9,428 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (Right to Buy) $ 16.5 ( 2 ) 05/06/2019 J( 2 ) 1,000 ( 2 ) ( 3 ) 12/16/2020 Common Stock 285 ( 2 ) 0 D
Stock Option (Right to Buy) $ 57.75 ( 2 ) 05/06/2019 J( 2 ) 285 ( 2 ) ( 3 ) 12/16/2020 Common Stock 285 ( 2 ) 285 D
Stock Option (Right to Buy) $ 0.11 ( 2 ) 05/06/2019 J( 2 ) 51,162 ( 2 ) ( 3 ) 09/27/2021 Common Stock 14,617 ( 2 ) 0 D
Stock Option (Right to Buy) $ 0.39 ( 2 ) 05/06/2019 J( 2 ) 14,617 ( 2 ) ( 3 ) 09/27/2021 Common Stock 14,617 ( 2 ) 14,617 D
Stock Option (Right to Buy) $ 0.08 ( 2 ) 05/06/2019 J( 2 ) 35,000 ( 2 ) ( 3 ) 03/27/2023 Common Stock 10,000 ( 2 ) 0 D
Stock Option (Right to Buy) $ 0.28 ( 2 ) 05/06/2019 J( 2 ) 10,000 ( 2 ) ( 3 ) 03/27/2023 Common Stock 10,000 ( 2 ) 10,000 D
Stock Option (Right to Buy) $ 0.08 ( 2 ) 05/06/2019 J( 2 ) 66,402 ( 2 ) ( 3 ) 05/29/2023 Common Stock 18,972 ( 2 ) 0 D
Stock Option (Right to Buy) $ 0.28 ( 2 ) 05/06/2019 J( 2 ) 18,972 ( 2 ) ( 3 ) 05/29/2023 Common Stock 18,972 ( 2 ) 18,972 D
Stock Option (Right to Buy) $ 0.63 ( 2 ) 05/06/2019 J( 2 ) 85,530 ( 2 ) ( 4 ) 06/22/2027 Common Stock 24,437 ( 2 ) 0 D
Stock Option (Right to Buy) $ 2.21 ( 2 ) 05/06/2019 J( 2 ) 24,437 ( 2 ) ( 4 ) 06/22/2027 Common Stock 24,437 ( 2 ) 24,437 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sullivan John F
C/O TRANSMEDICS GROUP, INC.
200 MINUTEMAN ROAD
ANDOVER, MA01810
VP of Quality & Engineering
Signatures
By: /s/ Stephen Gordon, Attorney-in-Fact 05/06/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Common Stock reported herein as being disposed of 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. was converted into shares of common stock of the Issuer on a 3.5-for-one basis.
( 2 )The Stock Options reported herein as being disposed of are options 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.
( 4 )The option vests at a rate of 2.0833% of the total number of shares each month until the option is fully vested on the fourth anniversary of the vesting commencement date, June 22, 2017.

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