Miriam Provost Form 4 TransMedics / Miriam Provost 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^*

Provost Miriam

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Global Regulatory Affairs

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2023

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	12/13/2023		M		415	A	$16.14	24,026	D
Common Stock	12/13/2023		S(1)		206	D	$75.1	23,820	D
Common Stock	12/13/2023		M		1,632	A	$66.1	25,452	D
Common Stock	12/13/2023		S(1)		1,509	D	$75.1	23,943	D
Common Stock	12/13/2023		M		3,597	A	$38.46	27,540	D
Common Stock	12/13/2023		S(1)		2,407	D	$75.1	25,133	D
Common Stock	12/15/2023		G(2)		1,785	D	$0.00	23,348(3)	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
Stock Option (Right to Buy)	$16.14	12/13/2023		M			415	(4)	02/27/2030	Common Stock	415	$0.00	7,811	D
Stock Option (Right to Buy)	$66.1	12/13/2023		M			1,632	(5)	02/20/2033	Common Stock	1,632	$0.00	7,073	D
Stock Option (Right to Buy)	$38.46	12/13/2023		M			3,597	(6)	02/24/2031	Common Stock	3,597	$0.00	7,813	D

Explanation of Responses:

1. The exercise followed the sell-to-cover process, whereby a portion of the shares acquired through the exercise were sold in the open market, with the proceeds used to fund the aggregate exercise price of the options.

2. On December 15, 2023, the reporting person donated 1,785 shares of directly owned common stock to a donor-advised fund, which will use the gifted shares for charitable purposes.

3. Includes 5,685 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock.

4. The option vests at a rate of 2.0833% of the total number of shares each month until the option is fully vested on the fourth anniversary of the vesting commencement date, February 27, 2020.

5. The option vests at a rate of 2.0833% of the total number of shares each month until the option is fully vested on the fourth anniversary of the vesting commencement date, February 20, 2023.

6. The option vests at a rate of 2.0833% of the total number of shares each month until the option is fully vested on the fourth anniversary of the vesting commencement date, February 24, 2021.

	By: /s/ Stephen Gordon, Attorney-in-Fact	12/15/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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