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: KANIA EDWIN M JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-06	Common Stock	J	1271619	—	Disposed	0	Indirect
2019-05-06	Common Stock	J	363320	—	Acquired	363320	Indirect
2019-05-06	Common Stock	J	26288	—	Disposed	0	Indirect
2019-05-06	Common Stock	J	7511	—	Acquired	7511	Indirect
2019-05-06	Common Stock	C	806252	—	Acquired	1169571	Indirect
2019-05-06	Common Stock	C	17724	—	Acquired	25234	Indirect
2019-05-06	Common Stock	C	57142	—	Acquired	57142	Indirect
2019-05-06	Common Stock	P	33333	$16.00	Acquired	33333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-06	Series A-1 Convertible Preferred Stock	$	C	10756	Disposed		Common Stock (793)	Indirect
2019-05-06	Series B-1 Convertible Preferred Stock	$	C	791501	Disposed		Common Stock (62475)	Indirect
2019-05-06	Series C Convertible Preferred Stock	$	C	1119394	Disposed		Common Stock (319827)	Indirect
2019-05-06	Series D Convertible Preferred Stock	$	C	980000	Disposed		Common Stock (280000)	Indirect
2019-05-06	Series F Convertible Preferred Stock	$	C	501048	Disposed		Common Stock (143156)	Indirect
2019-05-06	Series A-1 Convertible Preferred Stock	$	C	506	Disposed		Common Stock (37)	Indirect
2019-05-06	Series B-1 Convertible Preferred Stock	$	C	38081	Disposed		Common Stock (3006)	Indirect
2019-05-06	Series C Convertible Preferred Stock	$	C	31383	Disposed		Common Stock (8966)	Indirect
2019-05-06	Series D Convertible Preferred Stock	$	C	20000	Disposed		Common Stock (5714)	Indirect
2019-05-06	Series D Convertible Preferred Stock	$	C	200000	Disposed		Common Stock (57142)	Indirect

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 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 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.

F4: 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.

F5: 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.