Sec Form 4 Filing - Smith Eric A @ TRANSENTERIX, INC. - 2020-02-04

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 Smith Eric A 2. Issuer Name and Ticker or Trading Symbol TRANSENTERIX, INC. [ TRXC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Commercial Officer (Last) (First) (Middle) C/O TRANSENTERIX, INC., 635 DAVIS DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2020 (Street) MORRISVILLE, NC27560 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 ( 1 ) 02/04/2020 M 12,821 A $ 0 12,821 D Common Stock ( 1 ) 02/04/2020 F( 2 ) 4,486 D $ 1.28 8,335 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 Restricted Stock Units ( 1 ) ( 3 ) $ 0 02/04/2020 A 8,975 ( 4 ) ( 4 ) Common Stock 8,975 $ 0 17,949 D Restricted Stock Units ( 1 ) ( 3 ) $ 0 02/04/2020 A 1,282 ( 5 ) ( 5 ) Common Stock 1,282 $ 0 2,565 D Restricted Stock Units ( 1 ) ( 3 ) $ 0 02/04/2020 A 2,564 ( 6 ) ( 6 ) Common Stock 2,564 $ 0 5,129 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Eric A C/O TRANSENTERIX, INC. 635 DAVIS DRIVE, SUITE 300 MORRISVILLE, NC27560 Chief Commercial Officer Signatures /s/Joshua Weingard, as Attorney-in-Fact for Eric A. Smith 02/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective December 11, 2019, the Registrant effected a reverse stock split of its common stock at a ratio of one-for-thirteen shares. The amounts set forth in this Form 4 have been adjusted to reflect the reverse stock split. ( 2 )This transaction represents the payment of a tax liability on the lapse of forfeiture restrictions on a derivative security and acquisition of theunderlying shares. ( 3 )Each restricted stock unit ("RSU") represents the right to receive one share of the Registrant's common stock. ( 4 )Lapse of forfeiture restrictions on one-third of a RSU award granted on February 6, 2019. Forfeiture restrictions will lapse on the remaining RSUs in two installments of 8,974 and 8,975 on each of February 4, 2021 and 2022, as long as the Reporting Person remains in the employ of the Registrant, subject to acceleration as set forth in the Incentive Plan and the Reporting Person's Employment Agreement with the Company. ( 5 )Lapse of forfeiture restrictions on one-third of a RSU award granted on November 2, 2018. Forfeiture restrictions will lapse on the remaining RSUs in two installments of 1,282 and 1,283 on each of July 3, 2020 and 2021, as long as the Reporting Person remains in the employ of the Registrant, subject to acceleration as set forth in the Incentive Plan and the Reporting Person's Employment Agreement with the Company. ( 6 )Lapse of forfeiture restrictions on one-third of a RSU award granted on August 31, 2018. Forfeiture restrictions will lapse on the remaining RSUs in two installments of 2,564 and 2,565 on each of August 31, 2020 and 2021, as long as the Reporting Person remains in the employ of the Registrant, subject to acceleration as set forth in the Incentive Plan and the Reporting Person's Employment Agreement with the Company.

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).

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