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).			
1. Name and Address of Reporting Person*
Pope Todd	

(Last)	(First)	(Middle)	
C/O TRANSENTERIX, INC.	
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) 
X	Director		10% Owner	
X	Officer (give title below)		Other (specify below)	
President and CEO	
		
	3. Date of Earliest Transaction (Month/Day/Year)
02/04/2019 		
	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	02/04/2019		M		286,778	A	$0.00 	939,277	D		
Common Stock	02/04/2019		F(1) 		86,861	D	$2.57 	852,416	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	$2.47 	02/06/2019		A		920,000		(2) 	02/06/2029	Common Stock	920,000	$0.00 	920,000	D		
Restricted Stock Units	(3)	02/06/2019		A		613,000		(4) 	(4) 	Common Stock	613,000	$0.00 	613,000	D		
Restricted Stock Units	(3)	02/04/2019		M			89,556	(5) 	(5) 	Common Stock	89,556	$0.00 	179,111	D		
Restricted Stock Units	(3)	02/04/2019		M			104,000	(5) 	(5) 	Common Stock	104,000	$0.00 	208,000	D		
Restricted Stock Units	(3)	02/04/2019		M			52,667	(5) 	(5) 	Common Stock	52,667	$0.00 	52,666	D		
Restricted Stock Units	(3)	02/04/2019		M			40,555	(5) 	(5) 	Common Stock	40,555	$0.00 	0	D		
Explanation of Responses:	
1. This transaction represents the payment of a tax liability on the lapse of forfeiture restrictions on a derivative security and acquisition of the underlying shares.	
2. 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.	
3. Each restricted stock unit represents the right to receive one share of the Registrant's common stock.	
4. Forfeiture restrictions will lapse on the restricted stock units in three substantially equal annual installments of 204,334, 204,333 and 204,333 on February 4, 2020, 2021 and 2022 as long as the Reporting Person remains in the employ of the Registrant, subject to acceleration as set forth in the Incentive Plan and the Reporting Person's Employment Agreement with the Company.	
5. Forfeiture restrictions will lapse as to 1/3rd of the restricted stock units on February 4 of each of the first three years following the date of grant, as long as the Reporting Person remains in the employ of the Registrant, subject to acceleration as set forth in the Incentive Plan and the Reporting Person's Employment Agreement with the Company.	
Remarks:	
	
	/s/Joshua Weingard, as Attorney-in-Fact for Todd Pope	02/06/2019	
	** 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.