Sec Form 4 Filing - Shameze Rampertab @ TRANSENTERIX, INC. - 2021-02-08

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 Shameze Rampertab 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) EVP, Chief Financial Officer (Last) (First) (Middle) 635 DAVIS DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2021 (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 Options ( 1 ) $ 4.21 02/08/2021 A 73,078 ( 2 ) 02/08/2028 Common Stock 73,078 $ 0 73,078 D Restricted Stock Units ( 1 ) ( 3 ) $ 0 02/08/2021 A 59,112 ( 4 ) ( 4 ) Common Stock 59,112 $ 0 59,112 D Restricted Stock Units ( 1 ) ( 5 ) $ 0 02/08/2021 A 59,112 ( 6 ) ( 6 ) Common Stock 59,112 $ 0 59,112 D Restricted Stock Units ( 1 ) ( 3 ) $ 0 02/08/2021 A 59,200 ( 7 ) ( 7 ) Common Stock 59,200 $ 0 59,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shameze Rampertab 635 DAVIS DRIVE SUITE 300 MORRISVILLE, NC27560 EVP, Chief Financial Officer Signatures /s/ Joshua Weingard, as attorney-in-fact for Shameze Rampertab 02/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Award subject to forfeiture if the Registrant's stockholders do not approve an increase in the number of shares available under the Plan at the Registrant's 2021 annual meeting of stockholders. ( 2 )Vests one-third annually on each of February 4, 2022, 2023 and 2024, subject to acceleration as set forth in the Registrant's Amended and Restated Incentive Compensation Plan ("Plan") and the Reporting Person's Employment Agreement with the Registrant ("Employment Agreement"). ( 3 )Each restricted stock unit ("RSU") represents the right to receive one share of the Registrant's common stock. ( 4 )Forfeiture restrictions will lapse on the RSUs in three equal installments of 19,704 on each of February 4, 2022, 2023 and 2024, as long as the Reporting Person remains in continuous service during the vesting period, subject to acceleration as set forth in the Plan and the Employment Agreement. ( 5 )Each performance-based restricted stock unit ("PRSU") represents the right to receive one share of the Registrant's common stock. ( 6 )PRSU award with time-based vesting in three equal installments of 19,704 on each of February 4, 2022, 2023 and 2024, and performance-based vesting only if, designated corporate goals are met. ( 7 )Represents a discretionary retention bonus. Forfeiture restrictions will lapse on the RSUs on February 4, 2022, 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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