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: Gordon Stephen (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-06	Common Stock	J	100000	—	Disposed	0	Direct
2019-05-06	Common Stock	J	28571	—	Acquired	28571	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-06	Stock Option (Right to Buy)	$0.19	J	200000	Disposed	2025-04-01	Common Stock (57142)	Direct
2019-05-06	Stock Option (Right to Buy)	$0.67	J	57142	Acquired	2025-04-01	Common Stock (57142)	Direct
2019-05-06	Stock Option (Right to Buy)	$0.63	J	142551	Disposed	2027-06-22	Common Stock (40728)	Direct
2019-05-06	Stock Option (Right to Buy)	$2.21	J	40728	Acquired	2027-06-22	Common Stock (40728)	Direct

Footnotes

F1: 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 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 option vested 25% on the first anniversary of the vesting commencement date, March 23, 2015, and at a rate of 2.0833% each month thereafter until the option is fully vested on the fourth anniversary of the vesting date.

F3: The Stock Options reported herein as being disposed of are options to purchase common stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the terms of the Merger Agreement, each outstanding option to purchase shares of common stock of TransMedics, Inc. was converted into an outstanding option to purchase shares of common stock of the Issuer adjusted on a 3.5-for-one basis, with a corresponding adjustment to the exercise price.

F4: The options vests at a rate of 2.0833% of the total number shares each month until the option is fully vested on the fourth anniversary of the vesting commencement date, June 22, 2017.