X0306 4 2021-02-08 1 0001756262 TransMedics Group, Inc. TMDX 0001358706 ABRAMS CAPITAL MANAGEMENT, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001165407 ABRAMS CAPITAL MANAGEMENT, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001292420 Abrams Capital Partners II, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001112443 ABRAMS CAPITAL, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001292250 Abrams David C 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001525135 Riva Capital Partners III, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001775371 Riva Capital Management III, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 Common Stock 2021-02-08 4 S 0 88483 26.239 D 3411376 I See Footnotes Common Stock 2021-02-09 4 S 0 786664 33.3163 D 2624712 I See Footnotes Represents the weighted average sale price of shares sold in a series of open market transactions on the transaction date at prices ranging from $26.23646 to $26.2918 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. Shares reported herein as beneficially owned by (i) Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of Abrams Capital Partners II, L.P. ("ACP II") and other private investment funds for which Abrams Capital serves as general partner; and (ii) Riva Capital Management III, LLC ("RCM III") represent shares held for the account of Riva Capital Partners III, L.P. ("Riva III"), for which RCM III serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent shares beneficially owned by private investment funds for which the LP serves as investment manager, including ACP II and Riva III. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital, RCM III and the LLC. Mr. Abrams is the managing member of Abrams Capital, RCM III, and the LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. Of the shares sold on February 8, 2021, 41,063 shares were held for the account of ACP II; 36,868 shares were held for the account of Riva III; RCM III may be deemed to beneficially own 36,868 shares; Abrams Capital may be deemed to beneficially own 48,595 shares; and all such shares may be deemed to have been beneficially owned by Mr. Abrams, the LP and the LLC. Represents the weighted average sale price of shares sold in a series of open market transactions on the transaction date at prices ranging from $33.04461 to $33.31643 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. Of the shares sold on February 9, 2021, 365,078 shares were held for the account of ACP II; 327,777 shares were held for the account of Riva III; RCM III may be deemed to beneficially own 327,777 shares; Abrams Capital may be deemed to beneficially own 432,043 shares; and all such shares may be deemed to have been beneficially owned by Mr. Abrams, the LP and the LLC. Abrams Capital Management, L.P., by Abrams Capital Management, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams 2021-02-10 Abrams Capital Management, LLC, by David C. Abrams, Managing Member /s/ David Abrams 2021-02-10 Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams 2021-02-10 Abrams Capital, LLC, by David C. Abrams, Managing Member /s/ David Abrams 2021-02-10 /s/ David C. Abrams 2021-02-10 Riva Capital Partners III, L.P., by Riva Capital Management III, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David C. Abrams 2021-02-10 Riva Capital Management III, LLC, by David C. Abrams, Managing Member /s/ David C. Abrams 2021-02-10