Try our mobile app

Published: 2023-02-24 16:31:23 ET
<<<  go to TMDX company page
8-K
false 0001756262 0001756262 2023-02-20 2023-02-20

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2023

 

 

TransMedics Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Massachusetts   001-38891   83-2181531

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

200 Minuteman Road    
Andover, Massachusetts     01810
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: (978) 552-0900

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, no par value per share   TMDX   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 20, 2023, the Compensation Committee of the Board of Directors (the “Committee”) of TransMedics Group, Inc. (the “Company”) approved the following grants of restricted stock units (“RSUs”) to named executive officers of the Company: 37,332 RSUs for Waleed Hassanein, M.D.; 13,075 RSUs for Stephen Gordon; 13,075 RSUs for Tamer Khayal, M.D.; 5,685 RSUs for Miriam Provost, Ph.D.; and 5,685 RSUs for Laura Damme. Each RSU represents a contingent right to receive one share of the Company’s common stock and is subject to the terms of the TransMedics Group, Inc. 2019 Stock Incentive Plan. Under the terms of the grants, one-third of the RSUs vest on each of the first three anniversaries of the applicable vesting commencement date, subject to continued service through such date. A copy of the form of Restricted Stock Unit Agreement is attached as Exhibit 10.1.

The Committee also approved a form of Inducement Restricted Stock Unit Agreement pursuant to which the Company may grant restricted stock units pursuant to the TransMedics Group, Inc. Inducement Plan (the “Inducement RSUs”). Each Inducement RSU represents a contingent right to receive one share of the Company’s common stock and is subject to the terms of the TransMedics Group, Inc. Inducement Plan. A copy of the form of Inducement Restricted Stock Unit Agreement is attached as Exhibit 10.2.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

    No.    

   Description
10.1    Form of Restricted Stock Unit Award
10.2    Form of Inducement Restricted Stock Unit Award
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      TRANSMEDICS GROUP, INC.
Date: February 24, 2023     By:  

/s/ Stephen Gordon

    Name:   Stephen Gordon
    Title:   Chief Financial Officer, Treasurer and Secretary