TransMedics (TMDX) Form 4 TransMedics / EDWIN M KANIA JR ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KANIA EDWIN M JR

(Last) (First) (Middle)

C/O TRANSMEDICS GROUP, INC.

200 MINUTEMAN ROAD

(Street)

ANDOVER MA 01810

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TransMedics Group, Inc. [ TMDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/17/2021		J(1)	V	779,571	D	$0.00(1)	0	I	By OneLiberty Ventures 2000, L.P.(5)
Common Stock	11/17/2021		J(2)	V	25,234	D	$0.00(2)	0	I	By OneLiberty Advisors Fund 2000, L.P.(5)
Common Stock	11/19/2021		J(3)	V	3,873	D	$0.00(3)	0	I	By OneLiberty Partners 2000, LLC(5)
Common Stock	11/17/2021		G	V	11,000	D	$0.00	46,142	I	OneLiberty Ventures, Inc.(5)
Common Stock	11/17/2021		J(4)	V	46,142	D	$0.00(3)	0	I	OneLiberty Ventures, Inc.(5)
Common Stock	11/19/2021		J(1)(2)(3)(4)	V	48,966	A	$0.00(1)(2)(3)(4)	202,893	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On November 17, 2021, OneLiberty Ventures Fund 2000, L.P. ("OneLiberty 2000") effected a distribution with respect to these shares to its limited partners and sole general partner, OneLiberty Partners 2000, LLC ("OneLiberty GP"), pro rata and without consideration. The aforementioned distribution was made in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act, as amended.

2. On November 17, 2021, OneLiberty Advisors Fund 2000, L.P. ("OneLiberty Advisors 2000," together with OneLiberty 2000, the "OneLiberty Funds") effected a distribution with respect to these shares to its limited partners and sole general partner, OneLiberty GP, pro rata and without consideration. The aforementioned distribution was made in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act, as amended.

3. On November 19, 2021, OneLiberty GP effected a distribution with respect to these shares to its members, pro rata and without consideration. The aforementioned distribution was made in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act, as amended.

4. On November 17, 2021, OneLiberty Ventures, Inc. effected a distribution of these shares to its sole stockholder, without consideration. The aforementioned distribution was made in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act, as amended.

5. Edwin M. Kania, Jr. is a manager of OneLiberty GP, which is the general partner of 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 OneLiberty GP, the OneLiberty Funds and OneLiberty Ventures, Inc., however he disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:

	By: /s/ Edwin M. Kania, Jr.	11/22/2021
	** Signature of Reporting Person	Date
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