UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series E Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 1,874,923 (1) | $ (1) | I | By Lung Biotechnology PBC (2) |
Series F Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 678,317 (1) | $ (1) | I | By Lung Biotechnology PBC (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
UNITED THERAPEUTICS Corp 1040 SPRING STREET SILVER SPRING, MD 20910 |
 |  X |  |  |
Lung Biotechnology PBC 1040 SPRING STREET SILVER SPRING, MD 20910 |
 |  X |  |  |
By: /s/ John S. Hess, Jr., Executive Vice President, Deputy General Counsel and Assistant Secretary, United Therapeutics Corporation | 05/01/2019 | |
**Signature of Reporting Person | Date | |
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 |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(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. |