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^*

Fernando Anthony C. J.

(Last)

(First)

(Middle)

C/O TRANSENTERIX, INC.

635 DAVIS DRIVE, SUITE 300

(Street)

MORRISVILLE

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)
02/04/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	02/04/2020		M		33,795	A	$0.00	54,449	D
Common Stock⁽¹⁾	02/04/2020		F⁽²⁾		16,897	D	$1.28	37,552	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾⁽³⁾	$0.00	02/04/2020		M			8,975	⁽⁴⁾	⁽⁴⁾	Common Stock	8,975	$0.00	17,949	D
Restricted Stock Units⁽¹⁾⁽³⁾	$0.00	02/04/2020		M			4,564	⁽⁵⁾	⁽⁵⁾	Common Stock	4,564	$0.00	4,565	D
Restricted Stock Units⁽¹⁾⁽³⁾	$0.00	02/04/2020		M			2,308	⁽⁶⁾	⁽⁶⁾	Common Stock	2,308	$0.00	0	D
Restricted Stock Units⁽¹⁾⁽³⁾	$0.00	02/04/2020		M			2,564	⁽⁷⁾	⁽⁷⁾	Common Stock	2,564	$0.00	5,129	D
Restricted Stock Units⁽¹⁾⁽³⁾	$0.00	02/04/2020		M			15,384	⁽⁸⁾	⁽⁸⁾	Common Stock	15,384	$0.00	15,385	D

Explanation of Responses:

1. Effective December 11, 2019, the Registrant effected a reverse stock split of its common stock at a ratio of one-for-thirteen shares. The amounts set forth in this Form 4 have been adjusted to reflect the reverse stock split.

2. 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.

3. Each restricted stock unit ("RSU") represents the right to receive one share of the Registrant's common stock.

4. Lapse of forfeiture restrictions on one-third of a restricted stock unit award granted on February 6, 2019. Forfeiture restrictions will lapse on the remaining RSUs in two installments of 8,974 and 8,975 on each of February 4, 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. Lapse of forfeiture restrictions on one-third of a RSU award granted on February 7, 2018. Forfeiture restrictions will lapse on the remaining 4,565 RSUs on February 4, 2021, 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.

6. Lapse of forfeiture restrictions on the final 2,308 RSUs from this grant made on February 2, 2017.

7. Lapse of forfeiture restrictions on one-third of a RSU award granted on November 2, 2018. Forfeiture restrictions will lapse on the remaining RSUs in two installments of 2,564 and 2,565 on each of July 3, 2020 and 2021, 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.

8. Lapse of forfeiture restrictions on one-third of a RSU award granted on July 3, 2017. Forfeiture restrictions will lapse on the remaining 15,385 RSUs on July 3, 2020, 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 Anthony Fernando	02/06/2020
	** 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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