Flagship Ventures Fund IV General Partner LLC 4

Accession 0000899243-19-012303

CIK 0001756262other

View on SEC.gov Company Profile

Filed

May 5, 8:00 PM ET

Accepted

May 6, 6:47 PM ET

Size

40.6 KB

Accession

0000899243-19-012303

Insider Transaction Report

Form 4

Period: 2019-05-06

TransMedics Group, Inc.TMDX

Flagship Ventures Fund IV, L.P.

10% Owner

Transactions

Other
Common Stock
2019-05-06−940,579→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Other
Common Stock
2019-05-06+268,736→ 268,736 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Conversion
Common Stock
2019-05-06+792,366→ 1,061,102 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Conversion
Series D Convertible Preferred Stock
2019-05-06−600,000→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (171,428 underlying)
Conversion
Series B-1 Convertible Preferred Stock
2019-05-06−1,682,665→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (132,817 underlying)
Other
Common Stock
2019-05-06+214,285→ 214,285 total(indirect: By Flagship Ventures Fund IV, L.P.)
Conversion
Series D Convertible Preferred Stock
2019-05-06−1,400,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (400,000 underlying)
Conversion
Series C Convertible Preferred Stock
2019-05-06−1,257,465→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (359,276 underlying)
Other
Common Stock
2019-05-06−750,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
Conversion
Common Stock
2019-05-06+1,254,888→ 1,469,173 total(indirect: By Flagship Ventures Fund IV, L.P.)
Conversion
Series C Convertible Preferred Stock
2019-05-06−2,000,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (571,428 underlying)
Conversion
Series F Convertible Preferred Stock
2019-05-06−992,110→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (283,460 underlying)
Conversion
Series F Convertible Preferred Stock
2019-05-06−450,958→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (128,845 underlying)

Flagship Ventures 2007 General Partner LLC

10% Owner

Transactions

Other
Common Stock
2019-05-06+214,285→ 214,285 total(indirect: By Flagship Ventures Fund IV, L.P.)
Other
Common Stock
2019-05-06−940,579→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Conversion
Common Stock
2019-05-06+792,366→ 1,061,102 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Conversion
Series D Convertible Preferred Stock
2019-05-06−600,000→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (171,428 underlying)
Conversion
Series B-1 Convertible Preferred Stock
2019-05-06−1,682,665→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (132,817 underlying)
Other
Common Stock
2019-05-06−750,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
Conversion
Common Stock
2019-05-06+1,254,888→ 1,469,173 total(indirect: By Flagship Ventures Fund IV, L.P.)
Conversion
Series D Convertible Preferred Stock
2019-05-06−1,400,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (400,000 underlying)
Conversion
Series C Convertible Preferred Stock
2019-05-06−1,257,465→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (359,276 underlying)
Other
Common Stock
2019-05-06+268,736→ 268,736 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Conversion
Series C Convertible Preferred Stock
2019-05-06−2,000,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (571,428 underlying)
Conversion
Series F Convertible Preferred Stock
2019-05-06−992,110→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (283,460 underlying)
Conversion
Series F Convertible Preferred Stock
2019-05-06−450,958→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (128,845 underlying)

Flagship Ventures Fund 2007, L.P.

10% Owner

Transactions

Other
Common Stock
2019-05-06−750,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
Other
Common Stock
2019-05-06+214,285→ 214,285 total(indirect: By Flagship Ventures Fund IV, L.P.)
Conversion
Common Stock
2019-05-06+1,254,888→ 1,469,173 total(indirect: By Flagship Ventures Fund IV, L.P.)
Conversion
Series C Convertible Preferred Stock
2019-05-06−2,000,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (571,428 underlying)
Conversion
Series F Convertible Preferred Stock
2019-05-06−450,958→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (128,845 underlying)
Other
Common Stock
2019-05-06+268,736→ 268,736 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Conversion
Series F Convertible Preferred Stock
2019-05-06−992,110→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (283,460 underlying)
Conversion
Series D Convertible Preferred Stock
2019-05-06−600,000→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (171,428 underlying)
Other
Common Stock
2019-05-06−940,579→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Conversion
Common Stock
2019-05-06+792,366→ 1,061,102 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Conversion
Series D Convertible Preferred Stock
2019-05-06−1,400,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (400,000 underlying)
Conversion
Series C Convertible Preferred Stock
2019-05-06−1,257,465→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (359,276 underlying)
Conversion
Series B-1 Convertible Preferred Stock
2019-05-06−1,682,665→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (132,817 underlying)

AFEYAN NOUBAR

10% Owner

Transactions

Other
Common Stock
2019-05-06+214,285→ 214,285 total(indirect: By Flagship Ventures Fund IV, L.P.)
Other
Common Stock
2019-05-06+268,736→ 268,736 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Conversion
Common Stock
2019-05-06+792,366→ 1,061,102 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Conversion
Series C Convertible Preferred Stock
2019-05-06−2,000,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (571,428 underlying)
Conversion
Series D Convertible Preferred Stock
2019-05-06−1,400,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (400,000 underlying)
Conversion
Series F Convertible Preferred Stock
2019-05-06−992,110→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (283,460 underlying)
Conversion
Series D Convertible Preferred Stock
2019-05-06−600,000→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (171,428 underlying)
Conversion
Series B-1 Convertible Preferred Stock
2019-05-06−1,682,665→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (132,817 underlying)
Conversion
Series C Convertible Preferred Stock
2019-05-06−1,257,465→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (359,276 underlying)
Conversion
Series F Convertible Preferred Stock
2019-05-06−450,958→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (128,845 underlying)
Other
Common Stock
2019-05-06−750,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
Other
Common Stock
2019-05-06−940,579→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Conversion
Common Stock
2019-05-06+1,254,888→ 1,469,173 total(indirect: By Flagship Ventures Fund IV, L.P.)

Flagship Ventures Fund IV General Partner LLC

10% Owner

Transactions

Conversion
Series B-1 Convertible Preferred Stock
2019-05-06−1,682,665→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (132,817 underlying)
Other
Common Stock
2019-05-06−750,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
Other
Common Stock
2019-05-06+214,285→ 214,285 total(indirect: By Flagship Ventures Fund IV, L.P.)
Other
Common Stock
2019-05-06−940,579→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Other
Common Stock
2019-05-06+268,736→ 268,736 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Conversion
Common Stock
2019-05-06+1,254,888→ 1,469,173 total(indirect: By Flagship Ventures Fund IV, L.P.)
Conversion
Common Stock
2019-05-06+792,366→ 1,061,102 total(indirect: By Flagship Ventures Fund 2007, L.P.)
Conversion
Series C Convertible Preferred Stock
2019-05-06−2,000,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (571,428 underlying)
Conversion
Series D Convertible Preferred Stock
2019-05-06−1,400,000→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (400,000 underlying)
Conversion
Series F Convertible Preferred Stock
2019-05-06−992,110→ 0 total(indirect: By Flagship Ventures Fund IV, L.P.)
→ Common Stock (283,460 underlying)
Conversion
Series C Convertible Preferred Stock
2019-05-06−1,257,465→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (359,276 underlying)
Conversion
Series D Convertible Preferred Stock
2019-05-06−600,000→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (171,428 underlying)
Conversion
Series F Convertible Preferred Stock
2019-05-06−450,958→ 0 total(indirect: By Flagship Ventures Fund 2007, L.P.)
→ Common Stock (128,845 underlying)

Footnotes (5)

[F1]The Common Stock reported herein being disposed of is common stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the Agreement and Plan of Merger and Reorganization by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated April 15, 2019 (the "Merger Agreement") such common stock of TransMedics, Inc. was converted into shares of common stock of the Issuer on a 3.5-for-one basis.
[F2]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 Merger Agreement, such Series C, D and F preferred stock of TransMedics, Inc. was 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. were 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. were converted into shares of common stock of the Issuer. The Preferred Stock has no expiration date.
[F3]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 Merger Agreement, each outstanding share of Series B-1 preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the ratio on which such shares of preferred stock of TransMedics Inc. were convertible into shares of common stock of TransMedics Inc. according to their terms, determined by dividing the original issue price of $3.416 per share by a conversion price of $12.365, and (ii) the 3.5-for-one ratio on which shares of common stock of TransMedics, Inc. were converted into shares of common stock of the Issuer. The Preferred Stock has no expiration date.
[F4]Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. is a manager of Flagship Fund IV GP and, for purposes of Flagship Fund IV's investment in the Issuer, Dr. Afeyan may be deemed to have voting and investment power with respect to all shares held by Flagship Fund IV. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent, if any, of his or its pecuniary interest therein.
[F5]Shares held by Flagship Ventures Fund 2007, L.P. ("Flagship Fund 2007"). Flagship Ventures 2007 General Partner LLC ("Flagship Fund 2007 GP") is the general partner of Flagship Fund 2007. Dr. Afeyan is a manager of Flagship Fund 2007 GP and, for purposes of Flagship Fund 2007's investment in the Issuer, Dr. Afeyan may be deemed to have voting and investment power with respect to all shares held by Flagship Fund 2007. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent, if any, of his or its pecuniary interest therein.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

TransMedics Group, Inc.

CIK 0001756262

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001508051

Filing Metadata

Form type: 4
Filed: May 5, 8:00 PM ET
Accepted: May 6, 6:47 PM ET
Size: 40.6 KB

View on SEC.gov