TransMedics Group, Inc. — Director's Dealing 2019

May 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransMedics Group, Inc. (TMDX)
CIK: 0001756262
Period of Report: 2019-05-06

Reporting Person: ABRAMS CAPITAL MANAGEMENT, L.P. (10% Owner)
Reporting Person: ABRAMS CAPITAL MANAGEMENT, LLC (10% Owner)
Reporting Person: ABRAMS CAPITAL, LLC (10% Owner)
Reporting Person: Abrams David C (10% Owner)
Reporting Person: Abrams Capital Partners II, L.P. (10% Owner)
Reporting Person: Riva Capital Partners III, L.P. (10% Owner)
Reporting Person: Riva Capital Management III, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-06	Common Stock	C	3499859	—	Acquired	3499859	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-06	Series D Convertible Preferred Stock	$	C	9600000	Disposed		Common Stock (2742856)	Indirect
2019-05-06	Series F Convertible Preferred Stock	$	C	2649511	Disposed		Common Stock (757003)	Indirect

Footnotes

F1: 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 terms of the Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019 (the "Merger Agreement"), such 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 "Conversion"). The Preferred Stock has no expiration date.

F2: Shares reported herein as beneficially owned by (i) Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of Abrams Capital Partners II, L.P. ("ACP II") and other private investment funds for which Abrams Capital serves as general partner; and (ii) Riva Capital Management III, LLC ("RCM III") represent shares held for the account of Riva Capital Partners III, L.P. ("Riva III"), for which RCM III serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent the above-referenced shares beneficially owned by private investment funds for which the LP serves as investment manager. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital, RCM III and the LLC. Mr. Abrams is the managing member of Abrams Capital, RCM III, and the LLC.

F3: Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

F4: Of the shares converted on May 6, 2019, 4,455,200 shares were held for the account of ACP II; 4,000,000 shares were held for the account of Riva III; RCM III may be deemed to beneficially own 4,000,000 shares; Abrams Capital may be deemed to beneficially own 5,272,400 shares; and all of such shares may be deemed to be beneficially owned by Mr. Abrams, the LP and the LLC. After the completion of the transactions described in Footnote (1), ACP II and Riva III will no longer hold in their respective individual capacities more than 10% of Issuer's common stock and Abrams Capital and RCM III will no longer be deemed to beneficially own more than 10% of Issuer's common stock.

F5: Of the shares converted on May 6, 2019, 1,229,595 shares were held for the account of ACP II; 1,103,963 shares were held for the account of Riva III; RCM III may be deemed to beneficially own 1,103,963 shares; Abrams Capital may be deemed to beneficially own 1,455,134 shares; and all of such shares may be deemed to be owned by Mr. Abrams, the LP and the LLC. After the completion of the transactions described in Footnote (1), ACP II and Riva III will no longer hold in their respective individual capacities more than 10% of Issuer's common stock and Abrams Capital and RCM III will no longer be deemed to beneficially own more than 10% of Issuer's common stock.