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: Gordon Stephen (Chief Financial Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28571	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$0.67	2025-04-01	Common Stock (57142)		Direct
Stock Option (Right to Buy)	$2.21	2027-06-22	Common Stock (40728)		Direct

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 terms of 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: The option is fully vested.

F3: As of the date of this Form 3, the Stock Options reported herein 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 Merger Agreement, each outstanding option to purchase shares of common stock of TransMedics, Inc. will be 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. The number of shares in Column 3 reflects the Reporting Person's holdings following such conversion and the exercise price in Column 4 reflects the exercise price following such conversion.

F4: The option vests at a rate of 2.0833% of the total number shares each month until the option is fully vested on the fourth anniversary of the vesting commencement date, June 22, 2017.