TransMedics Group, Inc. — Director's Dealing 2019

Nov 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransMedics Group, Inc. (TMDX)
CIK: 0001756262
Period of Report: 2019-10-29

Reporting Person: Flagship Ventures Fund IV General Partner LLC (10% Owner)
Reporting Person: Flagship Ventures Fund IV, L.P. (10% Owner)
Reporting Person: Flagship Ventures 2007 General Partner LLC (10% Owner)
Reporting Person: Flagship Ventures Fund 2007, L.P. (10% Owner)
Reporting Person: AFEYAN NOUBAR (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-29	Common Stock	J	1469173	—	Disposed	0	Indirect
2019-10-29	Common Stock	J	1061102	—	Disposed	0	Indirect
2019-10-29	Common Stock	J	61537	—	Disposed	0	Indirect
2019-10-29	Common Stock	J	248379	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	120595	Indirect

Footnotes

F1: On October 29, 2019, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV") distributed to its limited partners and sole general partner, Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP"), pro rata and without consideration, 1,469,173 shares of the Issuer's common stock. Flagship Fund IV GP, in turn, distributed to its members, pro rata and without consideration, the 61,537 shares it received from Flagship Fund IV. Noubar B. Afeyan, Ph.D., a manager of Flagship Fund IV GP, received 27,799 shares through Flagship Fund IV GP's distribution. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.

F2: Shares held by Flagship Fund IV. Flagship Fund IV GP is the general partner of Flagship Fund IV. Dr. Afeyan is a manager of Flagship Fund IV GP and, for purposes of Flagship Fund IV's investment in the Issuer, Dr. Afeyan may be deemed to have voting and investment power with respect to all shares held by Flagship Fund IV. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent, if any, of his or its pecuniary interest therein..

F3: On October 29, 2019, Flagship Ventures Fund 2007, L.P. ("Flagship Fund 2007") distributed to its limited partners and sole general partner, Flagship Ventures 2007 General Partner LLC ("Flagship Fund 2007 GP"), pro rata and without consideration, 1,061,102 shares of the Issuer's common stock. Flagship Fund 2007 GP, in turn, distributed to its members, pro rata and without consideration, the 248,379 shares it received from Flagship Fund 2007. Dr. Afeyan, a manager of Flagship Fund 2007 GP, received 92,796 shares through Flagship Fund 2007 GP's distribution. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.

F4: Shares held by Flagship Fund 2007. Flagship Fund 2007 GP is the general partner of Flagship Fund 2007. Dr. Afeyan is a manager of Flagship Fund 2007 GP and, for purposes of Flagship Fund 2007's investment in the Issuer, Dr. Afeyan may be deemed to have voting and investment power with respect to all shares held by Flagship Fund 2007. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent, if any, of his or its pecuniary interest therein.

F5: Held by Flagship Fund IV GP. Each of the filing persons other than Flagship Fund IV GP disclaims beneficial ownership of the shares except to the extent, if any, of his or its pecuniary interest therein.

F6: Held by Flagship Fund 2007 GP. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent, if any, of his or its pecuniary interest therein.

F7: Held by Dr. Afeyan. Each of the filing persons other than Dr. Afeyan disclaims beneficial ownership of the shares except to the extent, if any, of his or its pecuniary interest therein.