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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TRANSENTERIX INC. [ TRXC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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(1) | 10/01/2018 | M | 11,951 | A | $1.42 | 11,951 | D | |||
Common Stock(1) | 10/01/2018 | M | 9,375 | A | $1.53 | 21,326 | D | |||
Common Stock(1) | 10/01/2018 | M | 6,250 | A | $2.45 | 27,576 | D | |||
Common Stock(1) | 10/01/2018 | M | 11,250 | A | $2.94 | 38,826 | D | |||
Common Stock(1) | 10/01/2018 | M | 13,750 | A | $3.82 | 52,576 | D | |||
Common Stock(1) | 10/01/2018 | M | 3,575 | A | $4.02 | 56,151 | D | |||
Common Stock(1) | 10/01/2018 | S | 56,151 | D | $5.73(2) | 0 | D | |||
Common Stock(1) | 10/02/2018 | M | 8,500 | A | $1.42 | 8,500 | D | |||
Common Stock(1) | 10/02/2018 | S | 8,500 | D | $5.77(3) | 0 | D | |||
Common Stock(4) | 25,000 | I | By IRA |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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(1) | $1.42 | 10/01/2018 | M | 11,951 | (5) | 02/02/2027 | Common Stock | 11,951 | $0.00 | 245,334 | D | ||||
Stock Option(1) | $1.53 | 10/01/2018 | M | 9,375 | (5) | 10/25/2026 | Common Stock | 9,375 | $0.00 | 78,125 | D | ||||
Stock Option(1) | $2.45 | 10/01/2018 | M | 6,250 | (5) | 10/28/2025 | Common Stock | 6,250 | $0.00 | 27,084 | D | ||||
Stock Option(1) | $2.94 | 10/01/2018 | M | 11,250 | (5) | 02/04/2025 | Common Stock | 11,250 | $0.00 | 28,126 | D | ||||
Stock Option(1) | $3.82 | 10/01/2018 | M | 13,750 | (5) | 02/12/2026 | Common Stock | 13,750 | $0.00 | 116,875 | D | ||||
Stock Option(1) | $4.02 | 10/01/2018 | M | 3,575 | (6) | 04/21/2024 | Common Stock | 3,575 | $0.00 | 461,426 | D | ||||
Stock Option(1) | $1.42 | 10/02/2018 | M | 8,500 | (5) | 02/02/2027 | Common Stock | 8,500 | $0.00 | 236,834 | D |
Explanation of Responses: |
1. The transaction occurred pursuant to a written trading plan dated November 29, 2017 meeting the requirements of Rule 10b5-1(c). |
2. The sale price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.64 to $5.805 inclusive. The reporting person undertakes to provide to TransEnterix, Inc., any security holder of TransEnterix, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. |
3. The sale price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.75 to $5.78. inclusive. The reporting person undertakes to provide to TransEnterix, Inc., any security holder of TransEnterix, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. |
4. Following the sales on October 1, 2018, the reporting person continues to beneficially own 25,000 shares of the company's common stock. The reporting person also holds stock options to acquire 1,749,470 shares of common stock, of which approximately 26% are vested, and restricted stock units representing an additional 595,777 shares of common stock subject to forfeiture restrictions. |
5. Vests 25% on the first anniversary of the date of grant and 1/48th of the entire award monthly on the vesting date anniversary for 36 months, subject to acceleration as set forth in the Incentive Plan and the reporting person's Employment Agreement with the Company. |
6. Fully vested. |
Remarks: |
/s/ Joshua Weingard, as Attorney-in-Fact for Joseph Slattery | 10/03/2018 | |
** 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. |