Riva Capital Management III, LLC

SEC source: 0000899243-21-005693 · doc4.xml · nonDerivative · entry 2

ABRAMS CAPITAL MANAGEMENT, L.P. · CIK 0001358706 · 10% owner

ABRAMS CAPITAL MANAGEMENT, LLC · CIK 0001165407 · 10% owner

Abrams Capital Partners II, L.P. · CIK 0001292420 · 10% owner

ABRAMS CAPITAL, LLC · CIK 0001112443 · 10% owner

Abrams David C · CIK 0001292250 · 10% owner

Riva Capital Partners III, L.P. · CIK 0001525135 · 10% owner

Riva Capital Management III, LLC · CIK 0001775371 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 2,624,712

F5 · price: Represents the weighted average sale price of shares sold in a series of open market transactions on the transaction date at prices ranging from $33.04461 to $33.31643 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

F2 · ownership.nature: Shares reported herein as beneficially owned by (i) Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of Abrams Capital Partners II, L.P. ("ACP II") and other private investment funds for which Abrams Capital serves as general partner; and (ii) Riva Capital Management III, LLC ("RCM III") represent shares held for the account of Riva Capital Partners III, L.P. ("Riva III"), for which RCM III serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent shares beneficially owned by private investment funds for which the LP serves as investment manager, including ACP II and Riva III. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital, RCM III and the LLC. Mr. Abrams is the managing member of Abrams Capital, RCM III, and the LLC.

F3 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

F6 · ownership.nature: Of the shares sold on February 9, 2021, 365,078 shares were held for the account of ACP II; 327,777 shares were held for the account of Riva III; RCM III may be deemed to beneficially own 327,777 shares; Abrams Capital may be deemed to beneficially own 432,043 shares; and all such shares may be deemed to have been beneficially owned by Mr. Abrams, the LP and the LLC.

SEC source: 0000899243-21-005693 · doc4.xml · nonDerivative · entry 1

ABRAMS CAPITAL MANAGEMENT, L.P. · CIK 0001358706 · 10% owner

ABRAMS CAPITAL MANAGEMENT, LLC · CIK 0001165407 · 10% owner

Abrams Capital Partners II, L.P. · CIK 0001292420 · 10% owner

ABRAMS CAPITAL, LLC · CIK 0001112443 · 10% owner

Abrams David C · CIK 0001292250 · 10% owner

Riva Capital Partners III, L.P. · CIK 0001525135 · 10% owner

Riva Capital Management III, LLC · CIK 0001775371 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 3,411,376

F1 · price: Represents the weighted average sale price of shares sold in a series of open market transactions on the transaction date at prices ranging from $26.23646 to $26.2918 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

F2 · ownership.nature: Shares reported herein as beneficially owned by (i) Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of Abrams Capital Partners II, L.P. ("ACP II") and other private investment funds for which Abrams Capital serves as general partner; and (ii) Riva Capital Management III, LLC ("RCM III") represent shares held for the account of Riva Capital Partners III, L.P. ("Riva III"), for which RCM III serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent shares beneficially owned by private investment funds for which the LP serves as investment manager, including ACP II and Riva III. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital, RCM III and the LLC. Mr. Abrams is the managing member of Abrams Capital, RCM III, and the LLC.

F3 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

F4 · ownership.nature: Of the shares sold on February 8, 2021, 41,063 shares were held for the account of ACP II; 36,868 shares were held for the account of Riva III; RCM III may be deemed to beneficially own 36,868 shares; Abrams Capital may be deemed to beneficially own 48,595 shares; and all such shares may be deemed to have been beneficially owned by Mr. Abrams, the LP and the LLC.

SEC source: 0000899243-19-012309 · doc4.xml · derivative · entry 3

ABRAMS CAPITAL MANAGEMENT, L.P. · CIK 0001358706 · 10% owner

ABRAMS CAPITAL MANAGEMENT, LLC · CIK 0001165407 · 10% owner

ABRAMS CAPITAL, LLC · CIK 0001112443 · 10% owner

Abrams David C · CIK 0001292250 · 10% owner

Abrams Capital Partners II, L.P. · CIK 0001292420 · 10% owner

Riva Capital Partners III, L.P. · CIK 0001525135 · 10% owner

Riva Capital Management III, LLC · CIK 0001775371 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 757,003 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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 (the "Merger Agreement"), such 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 "Conversion"). The Preferred Stock has no expiration date.

F1 · kind: 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 (the "Merger Agreement"), such 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 "Conversion"). The Preferred Stock has no expiration date.

F1 · price: 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 (the "Merger Agreement"), such 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 "Conversion"). The Preferred Stock has no expiration date.

F1 · derivative.exercise_date: 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 (the "Merger Agreement"), such 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 "Conversion"). The Preferred Stock has no expiration date.

F1 · derivative.expiration_date: 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 (the "Merger Agreement"), such 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 "Conversion"). The Preferred Stock has no expiration date.

F2 · ownership.nature: Shares reported herein as beneficially owned by (i) Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of Abrams Capital Partners II, L.P. ("ACP II") and other private investment funds for which Abrams Capital serves as general partner; and (ii) Riva Capital Management III, LLC ("RCM III") represent shares held for the account of Riva Capital Partners III, L.P. ("Riva III"), for which RCM III serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent the above-referenced shares beneficially owned by private investment funds for which the LP serves as investment manager. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital, RCM III and the LLC. Mr. Abrams is the managing member of Abrams Capital, RCM III, and the LLC.

F3 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

F5 · ownership.nature: Of the shares converted on May 6, 2019, 1,229,595 shares were held for the account of ACP II; 1,103,963 shares were held for the account of Riva III; RCM III may be deemed to beneficially own 1,103,963 shares; Abrams Capital may be deemed to beneficially own 1,455,134 shares; and all of such shares may be deemed to be owned by Mr. Abrams, the LP and the LLC. After the completion of the transactions described in Footnote (1), ACP II and Riva III will no longer hold in their respective individual capacities more than 10% of Issuer's common stock and Abrams Capital and RCM III will no longer be deemed to beneficially own more than 10% of Issuer's common stock.

SEC source: 0000899243-19-012309 · doc4.xml · derivative · entry 2

ABRAMS CAPITAL MANAGEMENT, L.P. · CIK 0001358706 · 10% owner

ABRAMS CAPITAL MANAGEMENT, LLC · CIK 0001165407 · 10% owner

ABRAMS CAPITAL, LLC · CIK 0001112443 · 10% owner

Abrams David C · CIK 0001292250 · 10% owner

Abrams Capital Partners II, L.P. · CIK 0001292420 · 10% owner

Riva Capital Partners III, L.P. · CIK 0001525135 · 10% owner

Riva Capital Management III, LLC · CIK 0001775371 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 2,742,856 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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 (the "Merger Agreement"), such 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 "Conversion"). The Preferred Stock has no expiration date.

F1 · kind: 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 (the "Merger Agreement"), such 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 "Conversion"). The Preferred Stock has no expiration date.

F1 · price: 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 (the "Merger Agreement"), such 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 "Conversion"). The Preferred Stock has no expiration date.

F1 · derivative.exercise_date: 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 (the "Merger Agreement"), such 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 "Conversion"). The Preferred Stock has no expiration date.

F1 · derivative.expiration_date: 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 (the "Merger Agreement"), such 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 "Conversion"). The Preferred Stock has no expiration date.

F2 · ownership.nature: Shares reported herein as beneficially owned by (i) Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of Abrams Capital Partners II, L.P. ("ACP II") and other private investment funds for which Abrams Capital serves as general partner; and (ii) Riva Capital Management III, LLC ("RCM III") represent shares held for the account of Riva Capital Partners III, L.P. ("Riva III"), for which RCM III serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent the above-referenced shares beneficially owned by private investment funds for which the LP serves as investment manager. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital, RCM III and the LLC. Mr. Abrams is the managing member of Abrams Capital, RCM III, and the LLC.

F3 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

F4 · ownership.nature: Of the shares converted on May 6, 2019, 4,455,200 shares were held for the account of ACP II; 4,000,000 shares were held for the account of Riva III; RCM III may be deemed to beneficially own 4,000,000 shares; Abrams Capital may be deemed to beneficially own 5,272,400 shares; and all of such shares may be deemed to be beneficially owned by Mr. Abrams, the LP and the LLC. After the completion of the transactions described in Footnote (1), ACP II and Riva III will no longer hold in their respective individual capacities more than 10% of Issuer's common stock and Abrams Capital and RCM III will no longer be deemed to beneficially own more than 10% of Issuer's common stock.

SEC source: 0000899243-19-012309 · doc4.xml · nonDerivative · entry 1

ABRAMS CAPITAL MANAGEMENT, L.P. · CIK 0001358706 · 10% owner

ABRAMS CAPITAL MANAGEMENT, LLC · CIK 0001165407 · 10% owner

ABRAMS CAPITAL, LLC · CIK 0001112443 · 10% owner

Abrams David C · CIK 0001292250 · 10% owner

Abrams Capital Partners II, L.P. · CIK 0001292420 · 10% owner

Riva Capital Partners III, L.P. · CIK 0001525135 · 10% owner

Riva Capital Management III, LLC · CIK 0001775371 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 3,499,859

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: 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 (the "Merger Agreement"), such 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 "Conversion"). The Preferred Stock has no expiration date.

F1 · price: 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 (the "Merger Agreement"), such 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 "Conversion"). The Preferred Stock has no expiration date.

F2 · ownership.nature: Shares reported herein as beneficially owned by (i) Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of Abrams Capital Partners II, L.P. ("ACP II") and other private investment funds for which Abrams Capital serves as general partner; and (ii) Riva Capital Management III, LLC ("RCM III") represent shares held for the account of Riva Capital Partners III, L.P. ("Riva III"), for which RCM III serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent the above-referenced shares beneficially owned by private investment funds for which the LP serves as investment manager. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital, RCM III and the LLC. Mr. Abrams is the managing member of Abrams Capital, RCM III, and the LLC.

F3 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.