SEC FORM 4 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
 
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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*
Farabaugh Brett

(Last) (First) (Middle)
635 DAVIS DRIVE
SUITE 300

(Street)
MORRISVILLE NC 27560

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRANSENTERIX, INC. [ TRXC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Interim CFO
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2020
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
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 $0.82 06/08/2020 A 110,000 (1) 06/08/2027 Common Stock 110,000 $0.00 110,000 D
Restricted Stock Unit (2) 06/08/2020 A 64,000 (3) (3) Common Stock 64,000 $0.00 64,000 D
Restricted Stock Unit (2) 06/08/2020 A 16,000 (4) (4) Common Stock 16,000 $0.00 16,000 D
Explanation of Responses:
1. The stock options vest one-third annually on each of June 8, 2021, June 8, 2022 and June 8, 2023. Subject to acceleration of vesting in full upon consummation of a change in control of the Registrant.
2. Each restricted stock unit represents the right to receive one share of the Registrant's common stock.
3. Forfeiture restrictions will lapse on the restricted stock units in three installments of 21,333, 21,333 and 21,334 on each of February 4, 2021, 2022, and 2023, as long as the Reporting Person remains in continuous service during the vesting period, subject to acceleration as set forth in the Registrant's Amended and Restated Incentive Compensation Plan.
4. Represents performance-based restricted stock units with time-based vesting in three installments of 5,333, 5,333 and 5,334 on each of February 4, 2021, 2022 and 2023, and performance-based vesting only if, during the three year performance period ended June 8, 2023, the Registrant's stock price is equal to or greater than $1.00 for twenty consecutive trading days.
Remarks:
/s/ Joshua Weingard, as attorney-in-fact for Brett Farabaugh 06/10/2020
** 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).
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