Aisling Capital Iii SC 13D/A Transenterix Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

TransEnterix, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

89366M102

(CUSIP Number)

Aisling Capital

888 Seventh Avenue, 30th Floor

New York, NY 10106

(212) 651-6380

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 21, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 89366M102   SCHEDULE 13D/A Page 2 of 11

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aisling Capital III, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,335,819
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 8,335,819
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,335,819
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% (1)
14	TYPE OF REPORTING PERSON PN

(1) The calculation of the percentage is based on an aggregate of 61,341,547 shares of Common Stock deemed issued and outstanding as of April 21, 2014 (excluding any options, warrants, or other rights to acquire the Issuer’s Common Stock), as reported in the Issuer’s prospectus supplement filed with the Securities Exchange Commission (the “SEC”) on April 15, 2014.

CUSIP No. 89366M102   SCHEDULE 13D/A Page 3 of 11

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aisling Capital Partners III, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,335,819
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 8,335,819
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,335,819
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% (1)
14	TYPE OF REPORTING PERSON PN

(1) The calculation of the percentage is based on an aggregate of 61,341,547 shares of Common Stock deemed issued and outstanding as of April 21, 2014 (but excluding any options, warrants, or other rights to acquire the Issuer’s Common Stock), as reported in the Issuer’s prospectus supplement filed with the SEC on April 15, 2014.

CUSIP No. 89366M102   SCHEDULE 13D/A Page 4 of 11

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aisling Capital Partners III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,335,819
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 8,335,819
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,335,819
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% (1)
14	TYPE OF REPORTING PERSON OO

(1) The calculation of the percentage is based on an aggregate of 61,341,547 shares of Common Stock deemed issued and outstanding as of April 21, 2014 (but excluding any options, warrants, or other rights to acquire the Issuer’s Common Stock), as reported in the Issuer’s prospectus supplement filed with the SEC on April 15, 2014.

CUSIP No. 89366M102   SCHEDULE 13D/A Page 5 of 11

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steve Elms
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 8,335,819
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 8,335,819

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,335,819
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% (1)
14	TYPE OF REPORTING PERSON IN

(1) The calculation of the percentage is based on an aggregate of 61,341,547 shares of Common Stock deemed issued and outstanding as of April 21, 2014 (but excluding any options, warrants, or other rights to acquire the Issuer’s Common Stock), as reported in the Issuer’s prospectus supplement filed with the SEC on April 15, 2014.

CUSIP No. 89366M102   SCHEDULE 13D/A Page 6 of 11

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dennis Purcell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 8,335,819
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 8,335,819

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,335,819
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% (1)
14	TYPE OF REPORTING PERSON IN

(1) The calculation of the percentage is based on an aggregate of 61,341,547 shares of Common Stock deemed issued and outstanding as of April 21, 2014 (but excluding any options, warrants, or other rights to acquire the Issuer’s Common Stock), as reported in the Issuer’s prospectus supplement filed with the SEC on April 15, 2014.

CUSIP No. 89366M102   SCHEDULE 13D/A Page 7 of 11

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew Schiff
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 8,335,819
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 8,335,819

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,335,819
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% (1)
14	TYPE OF REPORTING PERSON IN

(1) The calculation of the percentage is based on an aggregate of 61,341,547 shares of Common Stock deemed issued and outstanding as of April 21, 2014 (but excluding any options, warrants, or other rights to acquire the Issuer’s Common Stock), as reported in the Issuer’s prospectus supplement filed with the SEC on April 15, 2014.

CUSIP No. 89366M102   SCHEDULE 13D/A Page 8 of 11

Item 1. Security and Issuer.

This Amendment No. 2 to Schedule 13D (this “Statement”) amends and supplements the Schedule 13D as previously filed by the undersigned Reporting Persons (as defined below) on September 13, 2013, and amended by Amendment No. 1 to the Schedule 13D, filed by the Reporting Persons on December 10, 2013, with respect to the Common Stock, $0.001 par value (the “Common Stock”), of TransEnterix, Inc. (f/k/a SafeStitch Medical, Inc. and Cellular Technical Services Company, Inc.), a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 635 Davis Drive, Suite 300, Durham, North Carolina 27713.

Item 2. Identity and Background.

No material change.

Item 3. Source and Amount of Funds or Other Consideration.

No material change.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented as follows:

“On March 31, 2014, the Issuer implemented a reverse stock split of the Common Stock at a ratio of 1−for−5. The reverse stock split applied to all of the Company’s issued and outstanding Common Stock and therefore did not affect any stockholder’s relative ownership percentage.”

Item 5. Interest in Securities of the Issuer.

Items 5(a), (b) and (c) are amended and restated in their entirety as follows:

“(a) The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on  61,341,547 shares of Common Stock issued and outstanding as reported in the Issuer’s prospectus supplement filed with the SEC on April 15, 2014 (excluding any options, warrants, or other rights to acquire the Issuer’s Common Stock).  Based on calculations made in accordance with Rule 13d 3(d), the Reporting Persons beneficially own in the aggregate 8,335,819 shares of Common Stock, representing 13.6% of the total issued and outstanding shares of Common Stock.

Aisling Capital III, LP Aisling Capital Partners III, LP Aisling Capital Partners III LLC	Common Stock
Amount beneficially owned:		8,335,819
Percent of class:
(i) Sole voting power		13.6	%
(ii) Shared voting power		0
(iii) Sole dispositive power		13.6	%
(iv) Shared dispositive power		0

CUSIP No. 89366M102   SCHEDULE 13D/A Page 9 of 11

Steve Elms Dennis Purcell Andrew Schiff	Common Stock
Amount beneficially owned:		8,335,819
Percent of class:
(i) Sole voting power		0
(ii) Shared voting power		13.6	%
(iii) Sole dispositive power		0
(iv) Shared dispositive power		13.6	%

(b)

(i) Each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to have sole power to direct the voting and disposition of the 8,335,819 shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons.

Aisling Capital III, LP Aisling Capital Partners III, LP Aisling Capital Partners III LLC	Common Stock
Amount beneficially owned:		8,335,819
Percent of class:
(i) Sole voting power		13.6	%
(ii) Shared voting power		0
(iii) Sole dispositive power		13.6	%
(iv) Shared dispositive power		0

(ii) By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Schedule 13D, each of the Messrs. Elms, Purcell and Schiff may be deemed to share the power to direct the voting and disposition of the 8,335,819 shares of Common Stock beneficially owned by the Reporting Persons.

Steve Elms Dennis Purcell Andrew Schiff	Common Stock
Amount beneficially owned:		8,335,819
Percent of class:
(i) Sole voting power		0
(ii) Shared voting power		13.6	%
(iii) Sole dispositive power		0
(iv) Shared dispositive power		13.6	%

(c) Recent Transactions. On April 21, 2014, the Issuer sold 12,500,000 shares of Common Stock in a public offering with an offering price of $4.00 per share. Aisling purchased 1,037,767 shares of Common Stock in the offering.”

Item 6. Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

No material change.

CUSIP No. 89366M102   SCHEDULE 13D/A Page 10 of 11

Item 7. Material to Be Filed as Exhibits.

The following documents are filed as exhibits hereto:

Exhibit 1: Statement Appointing Designated Filer dated as of September 13, 2013, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated herein by reference to Exhibit 1 to Schedule 13D filed by the Reporting Persons on September 13, 2013).

CUSIP No. 89366M102   SCHEDULE 13D/A Page 11 of 11

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 23, 2014

AISLING CAPITAL III, LP
By:	Aisling Capital Partners III, LP
	General Partner
By:	Aisling Capital Partners III LLC
	General Partner
By:	/s/ Dennis Purcell
	Name: Dennis Purcell
	Title: Managing Member
AISLING CAPITAL PARTNERS III, LP
By:	Aisling Capital Partners III LLC
	General Partner
By:	/s/ Dennis Purcell
	Name: Dennis Purcell
	Title: Managing Member
AISLING CAPITAL PARTNERS III LLC
By:	/s/ Dennis Purcell
	Name: Dennis Purcell
	Title: Managing Member
By:	/s/ Steve Elms
	Steve Elms
By:	/s/ Dennis Purcell
	Dennis Purcell
By:	/s/ Andrew Schiff
	Andrew Schiff