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) 04/25/2019 | ||||||||||||||||||||||||||
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 | 04/25/2019 | A | 20,606(1)(2) | A | $0.00(1) | 20,606(3) | D | |||
Common Stock | 04/25/2019 | A | 20,380(1)(2) | A | $0.00(1) | 40,986(3) | D |
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 Award | $1.96 | 04/25/2019 | A | 29,104 | (4) | 04/25/2029 | Common Stock | 29,104 | $0.00 | 29,104 | D | ||||
Stock Option Award | $1.96 | 04/25/2019 | A | 29,428 | (5) | 04/25/2029 | Common Stock | 29,428 | $0.00 | 29,428 | D |
Explanation of Responses: |
1. Represents restricted stock units. Each restricted stock unit represents the right to receive one share of the Registrant's common stock. |
2. The restricted stock units remain subject to forfeiture until the first anniversary of the date of grant or, if earlier, the date of the next annual meeting of stockholders, as long as the reporting person remains in continuous service during the vesting period. |
3. Amount of securities beneficially owned following reported transactions reflects the required assignment by the reporting person to an affiliated fund of the right to receive 40,950 shares of common stock upon vesting, on April 24, 2019, of RSUs granted to the reporting person on May 24, 2018. |
4. The vesting schedule is 25% of the stock option award on July 1, 2019, October 1, 2019, January 1, 2020 and April 1, 2020. Subject to acceleration of vesting in full upon consummation of a change in control of the registrant. |
5. The vesting schedule is 25% of the stock option award on July 1, 2019, October 1, 2019, January 1, 2020 and April 1, 2020. No acceleration of vesting for any unvested stock options upon the consummation of a change in control of the registrant. |
Remarks: |
/s/ Joshua Weingard attorney-in-fact for Paul A. LaViolette | 04/26/2019 | |
** 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. |