TransMedics Group, Inc. — Director's Dealing 2019

May 2, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TransMedics Group, Inc. (TMDX)
CIK: 0001756262
Period of Report: 2019-05-01

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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	214285	Indirect
Common Stock	268736	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Convertible Preferred Stock	$		Common Stock (571428)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (400000)		Indirect
Series F Convertible Preferred Stock	$		Common Stock (283460)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (359276)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (171428)		Indirect
Series F Convertible Preferred Stock	$		Common Stock (128845)		Indirect
Series B-1 Convertible Preferred Stock	$		Common Stock (132817)		Indirect

Footnotes

F1: As of the date of this Form 3, the Common Stock reported herein 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. will be converted into shares of common stock of the Issuer on a 3.5-for-one basis (the "Common Stock Conversion"). The number of shares in Column 2 reflects the Reporting Person's holdings following the Common Stock Conversion.

F2: 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.

F3: 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.

F4: As of the date of this Form 3, 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 C, Series D and Series F preferred stock of TransMedics, Inc. will be 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. are 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. will be converted into shares of common stock of the Issuer (the "Preferred Stock Conversion"). The Preferred Stock has no expiration date.

F5: The number of shares in Column 3 reflects the Reporting Person's holdings following the Preferred Stock Conversion.

F6: As of the date of this Form 3, 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. will be converted into shares of common stock of the Issuer based on (i) the ratio on which such shares of preferred stock of TransMedics Inc. are 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. will be converted into shares of common stock of the Issuer (the "Series B-1 Preferred Stock Conversion"). The Preferred Stock has no expiration date.

F7: The number of shares in Column 3 reflects the Reporting Person's holdings following the Series B-1 Preferred Stock Conversion.