Statement of Changes in Beneficial Ownership (4)
August 25 2020 - 7:07PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Shameze Rampertab |
2. Issuer Name and Ticker or Trading Symbol
TRANSENTERIX, INC.
[
TRXC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Chief Financial Officer |
(Last)
(First)
(Middle)
635 DAVIS DRIVE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/24/2020 |
(Street)
MORRISVILLE, NC 27560
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | $0.42 | 8/24/2020 | | A | | 150000 | | (1) | 8/24/2027 | Common Stock | 150000 | $0.00 | 150000 | D | |
Restricted Stock Unit | (2) | 8/24/2020 | | A | | 30000 | | (3) | (3) | Common Stock | 30000 | $0.00 | 30000 | D | |
Restricted Stock Unit | (2) | 8/24/2020 | | A | | 20000 | | (4) | (4) | Common Stock | 20000 | $0.00 | 20000 | D | |
Explanation of Responses: |
(1) | The stock options vest one-third annually on each of August 24, 2021, 2022 and 2023, as long as the Reporting Person remains in continuous service during the vesting period. 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 equal installments of 10,000 on each of July 1, 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 and the Reporting Person's Employment Agreement with the Registrant. |
(4) | Represents performance-based restricted stock units with time-based vesting in three installments of 6,667, 6,667 and 6,666 on each of July 1, 2021, 2022 and 2023, and performance-based vesting only if, during the three year performance period ended August 24, 2023, the Registrant's stock price is equal to or greater than $1.00 for twenty consecutive trading days. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Shameze Rampertab 635 DAVIS DRIVE SUITE 300 MORRISVILLE, NC 27560 |
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| EVP, Chief Financial Officer |
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Signatures
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/s/ Joshua Weingard, as attorney-in-fact for Shameze Rampertab | | 8/25/2020 |
**Signature of Reporting Person | Date |
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