Amended Statement of Beneficial Ownership (sc 13d/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

TransEnterix, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

89366M102

(CUSIP Number)

Aisling Capital

888 Seventh Avenue, 12th Floor

New York, NY 10106

(212) 651-6380

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 16, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 89366M102

SCHEDULE 13D/A

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1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aisling Capital III, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 11,490,831
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 11,490,831
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,490,831
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% (1)
14	TYPE OF REPORTING PERSON PN

(1)	All calculations of the percentages herein are based on an aggregate of 199,241,522 shares of Common Stock issued and outstanding as of November 3, 2017, as reported in the Issuer ’ s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission (the “ SEC ” ) on November 9, 2017.

CUSIP No. 89366M102

SCHEDULE 13D/A

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1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aisling Capital Partners III, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 11,490,831
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 11,490,831
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,490,831
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 89366M102

SCHEDULE 13D/A

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1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aisling Capital Partners III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 11,490,831
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 11,490,831
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,490,831
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 89366M102

SCHEDULE 13D/A

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1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steve Elms
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 11,490,831
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 11,490,831

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,490,831
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 89366M102

SCHEDULE 13D/A

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1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dennis Purcell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 11,490,831
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 11,490,831

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,490,831
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 89366M102

SCHEDULE 13D/A

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1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew Schiff
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 11,490,831
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 11,490,831

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,490,831
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 89366M102

SCHEDULE 13D/A

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Item 1.

Security and Issuer.

This Amendment No. 5 to Schedule 13D (this “ Statement ” ) amends and supplements the Schedule 13D as previously filed by the undersigned Reporting Persons (as defined below) on September 13, 2013, and amended by Amendment No. 1 to the Schedule 13D, filed by the Reporting Persons on December 10, 2013, Amendment No. 2 to the Schedule 13D, filed by the Reporting Persons on April 23, 2014, by Amendment No. 3 to the Schedule 13D, filed by the Reporting Persons on February 5, 2016 and Amendment No. 4 filed by the Reporting Persons on May 9, 2017, with respect to the Common Stock, $0.001 par value (the “ Common Stock ” ), of TransEnterix, Inc. (f/k/a SafeStitch Medical, Inc. and Cellular Technical Services Company, Inc.), a Delaware corporation (the “ Issuer ” ). The principal executive office of the Issuer is located at 635 Davis Drive, Suite 300, Durham, North Carolina 27713.

Item 2.

Identity and Background.

No material change.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:

On October 18, 2017, Aisling exercised the Series A Warrants at an exercise price of $1.00 and received 2,000,000 shares of Common Stock. The source of the exercise price paid for the shares was capital contributions from the partners of Aisling. No borrowed funds were used by Aisling in connection with the exercise of the Series A Warrants.

CUSIP No. 89366M102

SCHEDULE 13D/A

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Item 4.

Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

Reporting Persons may acquire or dispose of additional securities or sell securities of the Issuer from time to time in the market or in private transactions. As described in Item 3 of this Schedule 13D, as amended, Aisling holds Series B Warrants to purchase an aggregate of 1,500,000 shares of Common Stock.

Item 5.

Interest in Securities of the Issuer.

Items 5(a), (b) and (c) are amended and restated in their entirety as follows:

“ (a) The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on an 199,241,522 shares of Common Stock issued and outstanding as of November 3, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission (the “SEC”) on November 9, 2017. Based on calculations made in accordance with Rule 13d 3(d), the Reporting Persons beneficially own in the aggregate 11,490,831 shares of Common Stock, representing 5.8% of the total issued and outstanding shares of Common Stock.


Aisling Capital III, LP Aisling Capital Partners III, LP Aisling Capital Partners III LLC	Common Stock
Amount beneficially owned:		11,490,831
Percent of class:
(i) Sole voting power		5.8	%
(ii) Shared voting power		0
(iii) Sole dispositive power		5.8	%
(iv) Shared dispositive power		0

Steve Elms Dennis Purcell Andrew Schiff	Common Stock
Amount beneficially owned:		11,490,831
Percent of class:
(i) Sole voting power		0
(ii) Shared voting power		5.8	%
(iii) Sole dispositive power		0
(iv) Shared dispositive power		5.8	%

CUSIP No. 89366M102

SCHEDULE 13D/A

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(b)

(i) Each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to have sole power to direct the voting and disposition of the 11,490,831 shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons.

Aisling Capital III, LP Aisling Capital Partners III, LP Aisling Capital Partners III LLC	Common Stock
Amount beneficially owned:		11,490,831
Percent of class:
(i) Sole voting power		5.8	%
(ii) Shared voting power		0
(iii) Sole dispositive power		5.8	%
(iv) Shared dispositive power		0

(ii) By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Schedule 13D, each of the Messrs. Elms, Purcell and Schiff may be deemed to share the power to direct the voting and disposition of the 11,490,831 shares of Common Stock beneficially owned by the Reporting Persons.

Steve Elms Dennis Purcell Andrew Schiff	Common Stock
Amount beneficially owned:		11,490,831
Percent of class:
(i) Sole voting power		0
(ii) Shared voting power		5.8	%
(iii) Sole dispositive power		0
(iv) Shared dispositive power		5.8	%

As described in Item 3, on October 18, 2017, Aisling exercised the Series A Warrants at an exercise price of $1.00 and received 2,000,000 shares of Common Stock. The following table describes all other the transactions in shares of Common Stock beneficially owned by the Reporting Persons acquired or sold during the past sixty days:

Trade Date	Shares Purchased/(Sold)	Price Per Share	Total Price
11/14/2017	(1,000,000)	$2.83	$2,830,400.00
11/15/2017	(650,546)	$2.55	$1,661,429.43
11/16/2017	(451,342)	$2.56	$1,154,487.70
11/17/2017	(211,162)	$2.59	$531,938.19
11/20/2017	(31,938)	$2.50	$79,998.30

The transactions described in the table above were effected in the open market through brokers.

CUSIP No. 89366M102

SCHEDULE 13D/A

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Item 6.

Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

No Material Change.

Item 7.

Material to Be Filed as Exhibits.

The following documents are filed as exhibits hereto:

Exhibit 1:		Statement Appointing Designated Filer dated as of September 13, 2013, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated herein by reference to Exhibit 1 to Schedule 13D filed by the Reporting Persons on September 13, 2013).

Exhibit 2:		Underwriting Agreement dated as of April 28, 2017, by and between the Issuer and Stifel, Nicolaus & Company, Incorporated (incorporated by reference to Exhibit 1.1 to the Issuer ’ s Current Report on Form 8-K filed with the SEC on April 28, 2017).

Exhibit 3:		Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to the Issuer ’ s Current Report on Form 8-K filed with the SEC on April 28, 2017).

Exhibit 4:		Form of Series B Warrant (incorporated by reference to Exhibit 4.2 to the Issuer ’ s Current Report on Form 8-K filed with the SEC on April 28, 2017).

CUSIP No. 89366M102

SCHEDULE 13D/A

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 20, 2017

AISLING CAPITAL III, LP

By:	Aisling Capital Partners III, LP
	General Partner

By:	Aisling Capital Partners III LLC
	General Partner

By:	/s/ Dennis Purcell
	Name: Dennis Purcell
	Title: Managing Member


AISLING CAPITAL PARTNERS III, LP

By:	Aisling Capital Partners III LLC
	General Partner


By:	/s/ Dennis Purcell
	Name: Dennis Purcell
	Title: Managing Member


AISLING CAPITAL PARTNERS III LLC


By:	/s/ Dennis Purcell
	Name: Dennis Purcell
	Title: Managing Member


By:	/s/ Steve Elms
	Steve Elms


By:	/s/ Dennis Purcell
	Dennis Purcell


By:	/s/ Andrew Schiff
	Andrew Schiff