Sec Form 4 Filing - Fernando Anthony C. J. @ TRANSENTERIX, INC. - 2020-06-08

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
Fernando Anthony C. J.
2. Issuer Name and Ticker or Trading Symbol
TRANSENTERIX, INC. [ TRXC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O TRANSENTERIX, INC., 635 DAVIS DRIVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2020
(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
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 $ 0.82 06/08/2020 A 550,000 ( 1 ) 06/08/2027 Common Stock 550,000 $ 0 550,000 D
Restricted Stock Unit ( 2 ) 06/08/2020 A 160,000 ( 3 ) ( 3 ) Common Stock 160,000 $ 0 160,000 D
Restricted Stock Unit ( 2 ) 06/08/2020 A 240,000 ( 4 ) ( 4 ) Common Stock 240,000 $ 0 240,000 D
Restricted Stock Unit ( 2 ) 06/08/2020 A 550,000 ( 5 ) ( 5 ) Common Stock 550,000 $ 0 550,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fernando Anthony C. J.
C/O TRANSENTERIX, INC.
635 DAVIS DRIVE, SUITE 300
MORRISVILLE, NC27560
X President and CEO
Signatures
/s/ Joshua Weingard, as attorney-in-fact for Anthony C.J. Fernando 06/10/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The stock options vest one-third annually on each of June 8, 2021, June 8, 2022 and June 8, 2023. Subject to acceleration of vesting in full upon consummation of a change in control of the Registrant.
( 2 )Each restricted stock unit represents the right to receive one share of the Registrant's common stock.
( 3 )Forfeiture restrictions will lapse on the restricted stock units in three installments of 53,333, 53,333 and 53,334 on each of February 4, 2021, 2022, and 2023, as long as the Reporting Person remains in continuous service during the vesting period, subject to acceleration as set forth in the Registrant's Amended and Restated Incentive Compensation Plan and the Reporting Person's Employment Agreement with the Registrant.
( 4 )Represents performance-based restricted stock units with time-based vesting in three equal installments of 80,000 on each of February 4, 2021, 2022 and 2023, and performance-based vesting only if, during the three year performance period ended June 8, 2023, the Registrant's stock price is equal to or greater than $1.00 for twenty consecutive trading days.
( 5 )Forfeiture restrictions will lapse on the restricted stock units on the first anniversary of the date of grant, as long as the Reporting Person remains in continuous service during the vesting period.

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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