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: Basile Edward M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-06	Common Stock	C	14314	—	Acquired	14314	Direct
2019-05-06	Common Stock	P	8500	$16.00	Acquired	22814	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-06	Series F Convertible Preferred Stock	$	C	50100	Disposed		Common Stock (14314)	Direct
2019-05-06	Stock Option (Right to Buy)	$0.20	J	67500	Disposed	2026-02-16	Common Stock (19285)	Direct
2019-05-06	Stock Option (Right to Buy)	$0.70	J	19285	Acquired	2026-02-16	Common Stock (19285)	Direct

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: The Stock Option reported herein as being disposed of is an option 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.

F3: The option is fully vested.