03/04/2026 | Press release | Distributed by Public on 03/04/2026 20:41
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $77.12 | 03/04/2026 | M | 1,324 | (3) | 02/24/2035 | Common Stock | 1,324 | $ 0 | 3,975 | D | ||||
| Stock Option (Right to Buy) | $69.84 | 03/04/2026 | M | 5,912 | (4) | 12/09/2034 | Common Stock | 5,912 | $ 0 | 13,010 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Hernandez Gerardo C/O TRANSMEDICS GROUP, INC. 200 MINUTEMAN ROAD ANDOVER, MA 01810 |
Chief Financial Officer | |||
| By: /s/ Gerardo Hernandez | 03/04/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | Required number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale was made to satisfy tax withholding obligations through a "sell to cover" transaction pursuant to the terms of the RSU award. |
| (2) | The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $147.14 to $147.47, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range. |
| (3) | The option vests at a rate of 2.0833% of the total number of shares subject to the option each month following February 24, 2025 until the option is fully vested on February 24, 2029, subject to continued service. |
| (4) | The option vested as to 25% of the shares underlying the option on December 2, 2025 and will continue to vest as to the remaining shares in equal monthly installments over three years thereafter, subject to continued service. |