April 18, 2019

Waleed H. Hassanein, M.D.
President and Chief Executive Officer
TransMedics Group, Inc.
200 Minuteman Road
Andover, MA 01810

       Re: TransMedics Group, Inc.
           Registration Statement on Form S-1
           Filed April 5, 2019
           File No. 333-230736

Dear Dr. Hassanein:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-1 filed on April 5, 2019

General

1.     Given your current level of development and your net revenue for the
past three fiscal
       years, it does not appear appropriate to refer in your graphics to
"Expanding the rate of
       successful transplant and improving clinical outcomes to save more
lives." Please advise
       or revise.
Our restated articles of organization will designate the Business Litigation
Session, page 53

2.     We note that your restated articles of organization will designate the
Business Litigation
       Session of the Superior Court of Suffolk County, Massachusetts (or, if
any only if the
       Business Litigation Session of the Superior Court of Suffolk County
lacks jurisdiction,
       another state or federal court located within the Commonwealth of
Massachusetts) as the
 Waleed H. Hassanein, M.D.
TransMedics Group, Inc.
April 18, 2019
Page 2
         sole and exclusive forum for any derivative action or proceeding
brought on your behalf.
         Please disclose whether this provision will apply to actions arising
under the Securities
         Act or Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates
         exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
         by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the
         Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
         brought to enforce any duty or liability created by the Securities Act
or the rules and
         regulations thereunder. If the provision will apply to Securities Act
claims, please also
         revise your registration statement to disclose this information and to
state that there is
         uncertainty as to whether a court would enforce such provision, and to
state that
         stockholders will not be deemed to have waived the company's
compliance with the
         federal securities laws and the rules and regulations thereunder. If
this provision will
         not apply to actions arising under the Securities Act or Exchange Act,
please also ensure
         that the exclusive forum provision in the governing documents states
this clearly.
Consolidated Balance Sheet, page F-3

3.     Tell us why, in the pro forma column, you present the $331 million
amount of your no par
       value common stock in the Additional Paid-in Capital caption. We note
that in the
       Capitalization table on page 60 you present the amount in the pro forma
Common Stock
       caption. Please revise the filing to correctly and consistently present
these amounts.
FirstName LastNameWaleed H. Hassanein, M.D.
Exhibits
Comapany NameTransMedics Group, Inc.
4.
April 18, 2019 Page an exhibit the waiver mentioned on page 31.
       Please file as 2
FirstName LastName
 Waleed H. Hassanein, M.D.
FirstName LastNameWaleed H. Hassanein, M.D.
TransMedics Group, Inc.
Comapany NameTransMedics Group, Inc.
April 18, 2019
April 3 2019 Page 3
Page 18,
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Tara Harkins at 202-551-3639 or Kevin Kuhar, Accounting
Branch
Chief, at 202-551-3662 if you have questions regarding comments on the
financial statements
and related matters. Please contact Thomas Jones at 202-551-3602 or Heather
Percival, Senior
Attorney, at 202-551-3498 with any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Electronics and Machinery
cc:      Tara Fisher