ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600   WWW.ROPESGRAY.COM

Submitted pursuant to a

Request for Confidential Treatment

Pursuant to 17 C.F.R. 200.83

FOIA Confidential Treatment Request

The entity requesting confidential treatment is

TransMedics Group, Inc.

200 Minuteman Road

Suite 302

Andover, MA 01810

Attention: President and Chief Executive Officer

Phone: (978) 552-0901

April 10, 2019

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

VIA EDGAR AND HAND DELIVERY

CONFIDENTIAL

Dear Mr. Jones and Ms. Percival,

On behalf of TransMedics Group, Inc. (the “Company”), set forth below is additional information to supplement the Company’s prior response to comment 10 contained in the letter dated November 15, 2018 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Waleed H. Hassanein, M.D., the Company’s Chief

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CONFIDENTIAL TREATMENT REQUESTED BY TRANSMEDICS GROUP, INC.

Executive Officer, with respect to the Company’s draft registration statement on Form S-1 that was originally submitted confidentially to the Commission on October 19, 2018 and amended on December 12, 2018 and March 29, 2019, and filed with the Commission on April 5, 2019 (the “Registration Statement”). The supplemental response set forth below is based upon information provided to Ropes & Gray LLP by the Company.

The Company respectfully requests confidential treatment for the bracketed information in this letter pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. § 200.83, and that the Commission provide timely notice to Waleed H. Hassanein, M.D., President and Chief Executive Officer, TransMedics Group, Inc., 200 Minuteman Road, Suite 302, Andover, MA 01810 before it permits disclosure of such information.

For the convenience of the Staff, we have recited the prior comment from the Staff in italicized type and have followed the comment with the Company’s response.

The Company respectfully submits the below additional information to assist the Staff in its review of the Company’s position with respect to its determination of the fair value of the common stock underlying outstanding equity awards of TransMedics, Inc. (“TransMedics”), the Company’s current direct parent and, upon the corporate reorganization described in the Registration Statement (the “Corporate Reorganization”) to occur immediately prior to or concurrently with the closing of the Company’s initial public offering (the “IPO”), the direct, wholly-owned subsidiary of the Company, and the reasons for the differences between the most recent fair value determination of TransMedics’ common stock and the estimated offering price for the Company’s IPO.

Preliminary IPO Price Range

The Company supplementally advises the Staff that, based on discussions with the board of directors (the “Board”) of the Company and in part on input provided by the underwriters, the Company currently anticipates that the price range for the IPO is expected to be within the range of $[***] to $[***] per share (the “Preliminary Price Range”), before giving effect to the conversion of all of the capital stock of TransMedics into shares of common stock of the Company at a conversion rate, which is expected to be [***]-for-one with respect to common stock, pursuant to the Corporate Reorganization. The actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the foregoing indicative price range will not be subject to significant change.

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CONFIDENTIAL TREATMENT REQUESTED BY TRANSMEDICS GROUP, INC.

Determining the Fair Value of Common Stock Prior to the IPO

As there has been no public market for the Company’s or TransMedics’ common stock to date, the estimated fair value of TransMedics’ common stock has been determined by the Board of TransMedics as of the date of each option grant, with input from management, considering TransMedics’ most recent third-party valuations of its common stock and the Board’s assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the grant.

As disclosed in the Registration Statement, TransMedics’ most recent third-party valuation of its common stock was prepared as of October 9, 2018 (the “October 9, 2018 valuation”). This third-party valuation was performed in accordance with the guidance outlined in the AICPA’s Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, and was prepared using a Monte Carlo simulation method. The Board of TransMedics relied, in part, on the results of the October 9, 2018 valuation in its determination of the fair value of common stock of $2.47 per share as of October 9, 2018, when it granted options for the purchase of an aggregate of 319,000 shares of common stock.

The October 9, 2018 valuation considered two future-event scenarios: an IPO scenario and a merger and acquisition (“M&A”) scenario. The enterprise values of the Company in the IPO scenario and the M&A scenario were determined using a market approach and an income approach, respectively. The IPO scenario assumed that all shares of preferred stock would convert into shares of common stock and would no longer have the liquidation preferences and preferential rights attributable to the shares of preferred stock as compared to the shares of common stock prior to the IPO. The October 9, 2018 valuation probability weighted the IPO scenario at [***]% and the M&A scenario at [***]%. The [***]% weighting of the IPO scenario was selected due to the high perceived risk, at that time, of successfully completing an IPO in the near term, given significant uncertainties that needed to be resolved before commencing an IPO, which are discussed below.

For the two future-event scenarios, TransMedics then applied a discount for lack of marketability of [***]%, in each case determined by a put option analysis that considered the timing of each future-event scenario. The October 9, 2018 valuation resulted in a valuation of TransMedics’ common stock of $2.47 per share.

Comparison of Most Recent Valuation and the Preliminary Price Range

As is typical in initial public offerings, the Preliminary Price Range was not derived using a formal determination of fair value, but was determined based in part upon discussions between the Company and the underwriters. Prior to April 5, 2019, the Company and the underwriters had not had any specific discussions regarding the Preliminary Price Range. The factors considered in setting the Preliminary Price Range included:

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CONFIDENTIAL TREATMENT REQUESTED BY TRANSMEDICS GROUP, INC.

The Company believes that the difference between the fair value of the common stock of TransMedics of $2.47 per share as of October 9, 2018 and the Preliminary Price Range of $[***] to $[***] per share is the result of the factors listed above and the following factors and positive developments with respect to the Company’s business that occurred subsequent to October 9, 2018:

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CONFIDENTIAL TREATMENT REQUESTED BY TRANSMEDICS GROUP, INC.

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CONFIDENTIAL TREATMENT REQUESTED BY TRANSMEDICS GROUP, INC.

In conclusion, the Company respectfully submits that the deemed per share fair value used as the basis for determining stock-based compensation expense in connection with TransMedics’ grants of equity awards is reasonable and appropriate for the reasons described herein and in the Registration Statement. Further, in light of the proposed IPO, if it were determined that the actual fair value was equal to the high end of the Preliminary Price Range rather than the fair value that was utilized, the Company believes that any resulting increase in stock-based compensation expense would not be material to its consolidated financial statements, as options to purchase only 319,000 shares of TransMedics common stock with an exercise price of $2.47 per share, the fair value of the TransMedics common stock on October 9, 2018, were granted from October 9, 2018 through the date of this letter.

Because of the financially sensitive nature of the Preliminary Price Range and certain other information herein, the Company requests confidential treatment under 17 C.F.R. § 200.83 of the contents of this letter and has submitted a separate request for confidential treatment in accordance therewith to the Commission’s Office of Freedom and Information Privacy Act Operations. Pursuant to Rule 418 under the Securities Act of 1933, as amended (the “Securities Act”), the information contained in this letter is being provided to the Commission on a confidential supplemental basis only and is not to be filed with or deemed part of the Registration Statement. The Company respectfully requests that the Staff return the unredacted version of this letter to the Company pursuant to Rule 418 of the Securities Act once the Staff has completed its review. We have provided a self-addressed stamped envelope for this purpose. Kindly acknowledge receipt of this letter by stamping the enclosed copy of this letter and returning it in the envelope provided.

* * * * *

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CONFIDENTIAL TREATMENT REQUESTED BY TRANSMEDICS GROUP, INC.

If you have any questions or comments regarding the foregoing, or if there is any additional information that we might provide to assist the Staff’s review, please contact the undersigned at (617) 235-4824.

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