Filing Details

Accession Number:
0000899243-19-012293
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-05-06 18:43:56
Reporting Period:
2019-05-06
Accepted Time:
2019-05-06 18:43:56
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1756262 Transmedics Group Inc. TMDX () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1255927 Jr M Edwin Kania C/o Transmedics Group, Inc.
200 Minuteman Road
Andover MA 01810
Yes No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2019-05-06 1,271,619 $0.00 0 No 4 J Indirect By OneLiberty Ventures 2000, L.P.
Common Stock Acquisiton 2019-05-06 363,320 $0.00 363,320 No 4 J Indirect By OneLiberty Ventures 2000,L.P.
Common Stock Disposition 2019-05-06 26,288 $0.00 0 No 4 J Indirect By OneLiberty Advisors Fund 2000, L.P.
Common Stock Acquisiton 2019-05-06 7,511 $0.00 7,511 No 4 J Indirect By OneLiberty Advisors Fund 2000, L.P.
Common Stock Acquisiton 2019-05-06 806,252 $0.00 1,169,571 No 4 C Indirect By OneLiberty Ventures 2000,L.P.
Common Stock Acquisiton 2019-05-06 17,724 $0.00 25,234 No 4 C Indirect By OneLiberty Advisors Fund 2000, L.P.
Common Stock Acquisiton 2019-05-06 57,142 $0.00 57,142 No 4 C Indirect OneLiberty Ventures, Inc.
Common Stock Acquisiton 2019-05-06 33,333 $16.00 33,333 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 J Indirect By OneLiberty Ventures 2000, L.P.
No 4 J Indirect By OneLiberty Ventures 2000,L.P.
No 4 J Indirect By OneLiberty Advisors Fund 2000, L.P.
No 4 J Indirect By OneLiberty Advisors Fund 2000, L.P.
No 4 C Indirect By OneLiberty Ventures 2000,L.P.
No 4 C Indirect By OneLiberty Advisors Fund 2000, L.P.
No 4 C Indirect OneLiberty Ventures, Inc.
No 4 P Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Series A-1 Convertible Preferred Stock Disposition 2019-05-06 10,756 $0.00 793 $0.00
Common Stock Series B-1 Convertible Preferred Stock Disposition 2019-05-06 791,501 $0.00 62,475 $0.00
Common Stock Series C Convertible Preferred Stock Disposition 2019-05-06 1,119,394 $0.00 319,827 $0.00
Common Stock Series D Convertible Preferred Stock Disposition 2019-05-06 980,000 $0.00 280,000 $0.00
Common Stock Series F Convertible Preferred Stock Disposition 2019-05-06 501,048 $0.00 143,156 $0.00
Common Stock Series A-1 Convertible Preferred Stock Disposition 2019-05-06 506 $0.00 37 $0.00
Common Stock Series B-1 Convertible Preferred Stock Disposition 2019-05-06 38,081 $0.00 3,006 $0.00
Common Stock Series C Convertible Preferred Stock Disposition 2019-05-06 31,383 $0.00 8,966 $0.00
Common Stock Series D Convertible Preferred Stock Disposition 2019-05-06 20,000 $0.00 5,714 $0.00
Common Stock Series D Convertible Preferred Stock Disposition 2019-05-06 200,000 $0.00 57,142 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
Footnotes
  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 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 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 Merger Agreement, such Series C, D and F 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 Preferred Stock has no expiration date.
  3. 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 Merger Agreement, each outstanding share of Series A-1 preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the 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, determined by dividing the original issue price of $2.50 per share by a conversion price of $9.680, 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 Preferred Stock has no expiration date.
  4. 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 Merger Agreement, each outstanding share of Series B-1 preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the 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, determined by dividing the original issue price of $3.416 per share by a conversion price of $12.365, 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 Preferred Stock has no expiration date.
  5. Edwin M. Kania, Jr. is a manager of OneLiberty Partners 2000, LLC, which is the general partner of OneLiberty Ventures 2000, L.P. ("OneLiberty 2000") and OneLiberty Advisors Fund 2000, L.P. ("OneLiberty Advisors 2000" and together with OneLiberty 2000, the "OneLiberty Funds"). Mr. Kania is also the principal of OneLiberty Ventures, Inc., which is the management company for, and provides services in connection with the investment activities of, the OneLiberty Funds. By virtue of the foregoing relationships, Mr. Kania may be deemed to indirectly beneficially own the securities held by the OneLiberty Funds and OneLiberty Ventures, Inc., however he disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.