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  4. [Form 4] TransMedics Group, Inc. Insider Trading Activity

TransMedics (TMDX) Form 4: 4,143-share transaction and option disclosure on 08/04/2025

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Form 4 summary: Reporting person Edward M. Basile (Director) filed a Form 4 for TransMedics Group, Inc. (TMDX) reporting transactions dated 08/04/2025.

Key reported items

  • Non-derivative rows list 4,143 shares associated with a transaction code M and a quoted price of $0.70.
  • A contemporaneous non-derivative row lists 4,143 shares with transaction code S and a price of $125.51.
  • Post-transaction beneficial ownership figures shown: 7,009 shares and 2,866 shares (as reported).
  • Derivative disclosure: a stock option with conversion/exercise price $0.70, underlying 4,143 common shares, exercisable 02/16/2026, and 4,142 derivative securities reported as beneficially owned following the transaction.
  • Explanations state the option is fully vested and was adjusted on a 3.5-for-1 basis in connection with a pre-IPO conversion.

Filing: Signed by Attorney-in-Fact Gerardo Hernandez on 08/05/2025.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Director reported an option exercise/conversion and a simultaneous sale of 4,143 shares on 08/04/2025; disclosure appears routine.

The Form 4 shows a stock option tied to 4,143 underlying shares with an exercise/conversion price of $0.70 and an exercisable date of 02/16/2026. The same numeric share block (4,143) is also listed with a transaction code S and a price of $125.51. Post-transaction beneficial ownership figures are reported as 7,009 and 2,866 shares. The filing explicitly states the option is fully vested and was adjusted on a 3.5-for-1 basis pre-IPO. For investors, this is a clear disclosure of insider activity but the filing does not include guidance or operational data to change valuation models.

TL;DR: Insider exercise/adjustment and sale disclosed; documentation and vesting note provide clear compliance evidence.

The reporting shows an exercised/converted option (conversion/exercise price $0.70) and a sale-related row (price $125.51) for the same reported quantity (4,143). The filer includes an explicit explanation that the option is fully vested and that a 3.5-for-1 adjustment occurred at the issuer's IPO-related merger. The form is signed by an attorney-in-fact on 08/05/2025. From a governance/compliance perspective, the filing provides the statutory disclosures required under Section 16 but does not by itself indicate a material governance concern.

Insider Basile Edward M
Role Director
Sold 4,143 shs ($520K)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 4,143 $0.00 --
Exercise Common Stock 4,143 $0.70 $3K
Sale Common Stock 4,143 $125.51 $520K
Holdings After Transaction: Stock Option (Right to Buy) — 4,142 shares (Direct); Common Stock — 7,009 shares (Direct)
Footnotes (1)
  1. The option is fully vested. The Stock Option reported herein as being disposed of is an option to purchase common stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the terms of the Merger Agreement, each outstanding option to purchase shares of common stock of TransMedics, Inc. was converted into an outstanding option to purchase shares of common stock of the Issuer adjusted on a 3.5-for-one basis, with a corresponding adjustment to the exercise price.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Basile Edward M
(Last) (First) (Middle)
C/O TRANSMEDICS GROUP, INC.
200 MINUTEMAN ROAD
(Street)
ANDOVER MA 01810
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TransMedics Group, Inc. [ TMDX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/04/2025 M 4,143 A $0.7 7,009 D
Common Stock 08/04/2025 S 4,143 D $125.51 2,866 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $0.7 08/04/2025 M 4,143 (1) 02/16/2026 Common Stock 4,143 (2) 4,142 D
Explanation of Responses:
1. The option is fully vested.
2. The Stock Option reported herein as being disposed of is an option to purchase common stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the terms of the Merger Agreement, each outstanding option to purchase shares of common stock of TransMedics, Inc. was converted into an outstanding option to purchase shares of common stock of the Issuer adjusted on a 3.5-for-one basis, with a corresponding adjustment to the exercise price.
By: /s/ Gerardo Hernandez, Attorney-in-Fact 08/05/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Edward M. Basile report on the TMDX Form 4?

The Form 4 reports transactions dated 08/04/2025 including entries showing 4,143 shares tied to a $0.70 conversion/exercise price and a separate row for 4,143 shares at a $125.51 price, with post-transaction ownership figures of 7,009 and 2,866 shares.

Was the option mentioned on the Form 4 vested?

Yes. The filing explicitly states in the explanations that the option is fully vested.

What is the exercisable date and underlying amount for the derivative disclosed?

The derivative (stock option) lists an exercisable date of 02/16/2026 and the underlying amount of common stock as 4,143 shares.

Did the filing note any adjustment to option terms?

Yes. The filing explains that pre-IPO, each TransMedics, Inc. option was converted into an Issuer option adjusted on a 3.5-for-1 basis with a corresponding exercise price adjustment.

Who signed the Form 4 and when was it signed?

The form was signed by Attorney-in-Fact Gerardo Hernandez on 08/05/2025.