EX-3.1 2 tmdx-ex31_551.htm EX-3.1 tmdx-ex31_551.htm


Exhibit 3.1

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512


Restated Articles of Organization

(General Laws Chapter 156D, Section 10.07; 950 CMR 113.35)


(1) Exact name of corporation: _TransMedics Group, Inc._______________________________

(2) Registered office address: __84 State Street, Boston, MA 02109_______________________

(number, street, city or town, state, zip code)

(3) Date adopted: __  May 1, 2019                                                                                             .

(month, day, year)

(4) Approved by:

(check appropriate box)

the directors without shareholder approval and shareholder approval was not required;


the board of directors and the shareholders in the manner required by G.L. Chapter 156D and the corporation’s articles of organization.

(5) The following information is required to be included in the articles of organization pursuant to G.L. Chapter 156D, Section 2.02 except that the supplemental information provided for in Article VIII is not required:



The exact name of the corporation is:


TransMedics Group, Inc.



Unless the articles of organization otherwise provide, all corporations formed pursuant to G.L. Chapter 156D have the purpose of engaging in any lawful business.  Please specify if you want a more limited purpose:


To engage in any lawful activity permitted of a corporation governed by the Massachusetts Business Corporation Act or any successor thereto.



State the total number of shares and par value, if any, of each class of stock that the corporation is authorized to issue.  All corporations must authorize stock.  If only one class or series is authorized, it is not necessary to specify any particular designation.





Without Par Value

With Par Value










The Corporation is authorized to issue 175 million shares of capital stock of which 150 million are “Common Stock” and 25 million shares are “Preferred Stock.”



Prior to the issuance of shares of any class or series, the articles of organization must set forth the preferences, limitations and relative rights of that class or series.  The articles may also limit the type or specify the minimum amount of consideration for which shares of any class or series may be issued.  Please set forth the preferences, limitations and relative rights of each class or series and, if desired, the required type and minimum amount of consideration to be received.





The total number of shares of all classes of capital stock which the Corporation is authorized to issue is one hundred seventy-five million (175,000,000) shares, consisting of one hundred fifty million (150,000,000) shares of Common Stock and twenty-five million (25,000,000) shares of Preferred Stock.  The board of directors, at any time or from time to time, may reclassify any unissued shares of any class or series of capital stock into one or more existing or new classes or series.





The holders of outstanding shares of Common Stock have the exclusive right to vote for the election of directors and on all other matters requiring action by the shareholders or submitted for action to the shareholders, except as may be provided herein, as may be associated with a series of Preferred Stock, or as may be otherwise required by law.  Each share of Common Stock shall entitle the holder thereof to one vote.


Subject to the terms of any outstanding series of Preferred Stock, the holders of outstanding shares of Common Stock are entitled to receive, to the extent permitted by law, such dividends as may from time to time be declared by the Board of Directors.


Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive the net assets of the Corporation, after the Corporation has satisfied or made provision for its debts and obligations and for payment to the holders of shares of any series of Preferred Stock having preferential rights to receive distributions of the net assets of the Corporation.







Shares of Preferred Stock may be issued from time to time in one or more series.  The Board of Directors shall determine, in whole or in part, the number, preferences, limitations or relative rights of any such series before the issuance of any shares of that series.



The restrictions, if any, imposed by the articles of organization upon the transfer of shares of any class or series of stock are:





Other lawful provisions, and if there are no such provisions, this article may be left blank.





1.Size.  The Board of Directors shall initially consist of a minimum of three directors, and the size of the Board of Directors may be increased or decreased, from time to time, to a size fixed, at the time, exclusively by the directors then in office.  In no event will a decrease in the number of directors shorten the term of an incumbent director.  Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock have the right, voting separately as a class, to elect one or more directors, the election, terms of office and other features of such directorships shall be governed by the terms of such series.  A director shall serve until his or her successor is elected and qualified, subject to prior death, resignation, retirement or removal.


2.Vacancies.  Except as otherwise determined by the Board of Directors in establishing a series of Preferred Stock, any vacancies in the Board of Directors, including any vacancies resulting from the enlargement of the Board of Directors, shall be filled exclusively by the directors then in office, even if less than a quorum.


3.Removal.  Except as otherwise determined by the Board of Directors in establishing a series of Preferred Stock, at any special meeting of the shareholders called at least in part for such purpose, any director or directors may, by the affirmative vote of the holders of at least a majority of the stock entitled to vote for the election of directors, be removed from office for cause.  In addition, except as otherwise determined by the Board of Directors in establishing a series of Preferred Stock, the Board of Directors is authorized, from time to time, to remove any director or directors, for cause, at a meeting of the Board of Directors, by vote of a majority of directors then in office.  The provisions of this subsection shall be the exclusive method for the removal of directors.





Except as otherwise determined by the Board of Directors in establishing a series of Preferred Stock, shareholder approval of the following actions shall require the affirmative vote of holders



of a majority of all shares entitled to vote on such matter: (i) an amendment to these Restated Articles of Organization, (ii) the sale, lease, exchange, or other disposal of all or substantially all of the Corporation’s property, (iii) a merger or consolidation of the Corporation with or into any other entity; or (iv) a share exchange with any other entity.  Any such amendment, sale, lease, exchange, disposal, merger, consolidation, or share exchange shall also require approval by the Board of Directors.  This provision is not intended to, and shall not, create a requirement to obtain shareholder approval for matters that do not require shareholder approval under applicable Massachusetts corporation law.





1.The Board of Directors may make, amend, or repeal the bylaws in whole or in part, except with respect to any provision thereof which by law or these Restated Articles of Organization requires action by the shareholders.  To the extent permitted by law, the bylaws, including a provision adopted solely through action of the Board of Directors, may provide for a different quorum or voting requirement than is provided for in Chapter 156D of the Massachusetts General Laws or any successor statute.


2.A director shall not be liable to the Corporation or its shareholders for damages for any breach of fiduciary duty, except to the extent that the elimination or limitations of liability is not permitted under law.  No amendment or repeal of this provision shall deprive a director of the benefits hereof with respect to any act or omission occurring prior to such amendment or repeal.


3.Special meetings of shareholders may be called by the Board of Directors or the holders of at least 25% of all the votes entitled to be cast on any issue to be considered at the proposed special meeting.


4.Unless the Board of Directors of the Corporation consents in writing to the selection of an alternative forum, the Business Litigation Session of the Superior Court of Suffolk County, Massachusetts (or, if and only if the Business Litigation Session of the Superior Court of Suffolk County, Massachusetts lacks jurisdiction, another Massachusetts state or federal court located within the Commonwealth of Massachusetts) shall be the sole and exclusive forum for any action under Massachusetts statutory or common law: (a) brought derivatively on behalf of the Corporation, (b) asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (c) asserting a claim arising pursuant to any provision of the Massachusetts Business Corporation Act or any successor statute, or (d) asserting a claim governed by the internal affairs doctrine, in all cases subject to the court having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to this Article VI.C.4.  This Article VI.C.4 will not apply to actions arising under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.





The effective date of organization of the corporation is the date and time the articles were received for filing if the articles are not rejected within the time prescribed by law.  If a later effective date is desired, specify such date, which may not be later than the 90th day after the articles are received for filing:





It is hereby certified that these restated articles of organization consolidate all amendments into a single document. If a new amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, provisions for implementing that action are set forth in these restated articles unless contained in the text of the amendment.


Specify the number(s) of the article(s) being amended: Article VI





Signed by: _____________________/s/ Waleed H. Hassanein, M.D.____________________________________ ,

(signature of authorized individual)

Chairman of the board of directors,


Other officer,

Court-appointed fiduciary,

on this ____1st__________________day of____May__________________________ , _2019_________________






I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:

May 01, 2019 11:27 AM



Secretary of the Commonwealth