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: ABRAMS CAPITAL MANAGEMENT, L.P. (10% Owner)
Reporting Person: ABRAMS CAPITAL MANAGEMENT, LLC (10% Owner)
Reporting Person: ABRAMS CAPITAL, LLC (10% Owner)
Reporting Person: Abrams David C (10% Owner)
Reporting Person: Abrams Capital Partners II, L.P. (10% Owner)
Reporting Person: Riva Capital Partners III, L.P. (10% Owner)
Reporting Person: Riva Capital Management III, LLC (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Convertible Preferred Stock	$		Common Stock (2742856)		Indirect
Series F Convertible Preferred Stock	$		Common Stock (757003)		Indirect

Footnotes

F1: 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 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 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 "Conversion"). The Preferred Stock has no expiration date.

F2: The number of shares in Column 3 reflects the Reporting Person's holdings following the Conversion.

F3: As of the date of this Form 3, shares reported herein as beneficially owned by (i) Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of Abrams Capital Partners II, L.P. ("ACP II") and other private investment funds, for which Abrams Capital serves as general partner; and (ii) Riva Capital Management III, LLC ("RCM III") represent shares held for the account of Riva Capital Partners III, L.P. ("Riva III"), for which RCM III serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent the above-referenced shares beneficially owned by private investment funds for which the LP serves as investment manager. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital, RCM III and the LLC. Mr. Abrams is the managing member of Abrams Capital, RCM III, and the LLC.

F4: Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

F5: Of the shares held on May 1, 2019, 1,272,914 shares were held for the account of ACP II; 1,142,857 shares were held for the account of Riva III; RCM III may be deemed to beneficially own 1,142,857 shares; Abrams Capital may be deemed to beneficially own 1,506,400 shares; and all of such shares may be deemed to be beneficially owned by Mr. Abrams, the LP and the LLC.

F6: Of the shares held on May 1, 2019, 351,313 shares were held for the account of ACP II; 315,418 shares were held for the account of Riva III; RCM III may be deemed to beneficially own 315,418 shares; Abrams Capital may be deemed to beneficially own 415,753 shares; and all of such shares may be deemed to be owned by Mr. Abrams, the LP and the LLC.