SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* UNITED THERAPEUTICS Corp (Last) (First) (Middle) 1040 SPRING STREET (Street) SILVER SPRING MD 20910 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2019	3. Issuer Name and Ticker or Trading Symbol TransMedics Group, Inc. [ TMDX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Convertible Preferred Stock	(1)	(1)	Common Stock	1,874,923(1)	(1)	I	By Lung Biotechnology PBC(2)
Series F Convertible Preferred Stock	(1)	(1)	Common Stock	678,317(1)	(1)	I	By Lung Biotechnology PBC(2)

1. Name and Address of Reporting Person* UNITED THERAPEUTICS Corp (Last) (First) (Middle) 1040 SPRING STREET (Street) SILVER SPRING MD 20910 (City) (State) (Zip)

1. Name and Address of Reporting Person* Lung Biotechnology PBC (Last) (First) (Middle) 1040 SPRING STREET (Street) SILVER SPRING MD 20910 (City) (State) (Zip)

Explanation of Responses:

1. 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 terms of the Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019 , such 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 "Conversion"). The Preferred Stock has no expiration date. The number of shares in Column 3 reflects the Reporting Person's holdings following the Conversion.

2. The securities reported as being indirectly beneficially owned by United Therapeutics Corporation are directly beneficially owned by Lung Biotechnology PBC. Lung Biotechnology PBC is a wholly-owned subsidiary of United Therapeutics Corporation.

	By: /s/ John S. Hess, Jr., Executive Vice President, Deputy General Counsel and Assistant Secretary, United Therapeutics Corporation	05/01/2019
	By: /s/ John S. Hess, Jr., Executive Vice President, Deputy General Counsel and Assistant Secretary, Lung Biotechnology PBC	05/01/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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