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: Gunderson Thomas James (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-06	Stock Option (Right to Buy)	$0.63	J	67500	Disposed	2026-08-01	Common Stock (19285)	Direct
2019-05-06	Stock Option (Right to Buy)	$2.21	J	19285	Acquired	2026-08-01	Common Stock (19285)	Direct

Footnotes

F1: 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 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"), 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.

F2: The option will become exercisable as to 2.778% of the original number of shares at the end of each successive one-month period following the vesting commencement date, August 1, 2016, until the option is fully vested on the third anniversary of the vesting commencement date.