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: KANIA EDWIN M JR (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	363320	Indirect
Common Stock	7511	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A-1 Convertible Preferred Stock	$		Common Stock (793)		Indirect
Series B-1 Convertible Preferred Stock	$		Common Stock (62475)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (319827)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (280000)		Indirect
Series F Convertible Preferred Stock	$		Common Stock (143156)		Indirect
Series A-1 Convertible Preferred Stock	$		Common Stock (37)		Indirect
Series B-1 Convertible Preferred Stock	$		Common Stock (3006)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (8966)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (5714)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (57142)		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: Edwin M. Kania, Jr. is a manager of OneLiberty Partners 2000, LLC, which is the general partner of OneLiberty Ventures 2000, L.P. ("OneLiberty 2000") and OneLiberty Advisors Fund 2000, L.P. ("OneLiberty Advisors 2000" and together with OneLiberty 2000, the "OneLiberty Funds"). Mr. Kania is also the principal of OneLiberty Ventures, Inc., which is the management company for, and provides services in connection with the investment activities of, the OneLiberty Funds. By virtue of the foregoing relationships, Mr. Kania may be deemed to indirectly beneficially own the securities held by the OneLiberty Funds and OneLiberty Ventures, Inc., however he disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F3: 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 "Series C, D and F Preferred Stock Conversion"). The Preferred Stock has no expiration date.

F4: The number of shares in Column 3 reflects the Reporting Person's holdings following the Series C, D and F Preferred Stock Conversion.

F5: 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.

F6: The number of shares in Column 3 reflects the Reporting Person's holdings following the Series B-1 Preferred Stock Conversion.

F7: 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 A-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 $2.50 per share by a conversion price of $9.680, 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 A-1 Preferred Stock Conversion"). The Preferred Stock has no expiration date.

F8: The number of shares in Column 3 reflects the Reporting Person's holdings following the Series A-1 Preferred Stock Conversion.