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: 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
2019-05-06	Common Stock	J	750000	—	Disposed	0	Indirect
2019-05-06	Common Stock	J	214285	—	Acquired	214285	Indirect
2019-05-06	Common Stock	J	940579	—	Disposed	0	Indirect
2019-05-06	Common Stock	J	268736	—	Acquired	268736	Indirect
2019-05-06	Common Stock	C	1254888	—	Acquired	1469173	Indirect
2019-05-06	Common Stock	C	792366	—	Acquired	1061102	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-06	Series C Convertible Preferred Stock	$	C	2000000	Disposed		Common Stock (571428)	Indirect
2019-05-06	Series D Convertible Preferred Stock	$	C	1400000	Disposed		Common Stock (400000)	Indirect
2019-05-06	Series F Convertible Preferred Stock	$	C	992110	Disposed		Common Stock (283460)	Indirect
2019-05-06	Series C Convertible Preferred Stock	$	C	1257465	Disposed		Common Stock (359276)	Indirect
2019-05-06	Series D Convertible Preferred Stock	$	C	600000	Disposed		Common Stock (171428)	Indirect
2019-05-06	Series F Convertible Preferred Stock	$	C	450958	Disposed		Common Stock (128845)	Indirect
2019-05-06	Series B-1 Convertible Preferred Stock	$	C	1682665	Disposed		Common Stock (132817)	Indirect

Footnotes

F1: The Common Stock reported herein being disposed of is common stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the 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.

F2: 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.

F3: 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.

F4: Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. 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.

F5: Shares held by Flagship Ventures Fund 2007, L.P. ("Flagship Fund 2007"). Flagship Ventures 2007 General Partner LLC ("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.