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*
AISLING CAPITAL III LP

(Last) (First) (Middle)
888 SEVENTH AVENUE
30TH FL

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRANSENTERIX INC. [ TRXC.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/06/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 12/06/2013 C(1) 12,401,764 A $0 36,490,260 I By Aisling Capital III, LP(2)(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock $0 07/24/2012 C(1) 1,240,176.4 (1) (4) Common Stock 12,401,764 $0 0 I By Aisling Capital III, LP(2)(3)
1. Name and Address of Reporting Person*
AISLING CAPITAL III LP

(Last) (First) (Middle)
888 SEVENTH AVENUE
30TH FL

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Aisling Capital Partners III LLC

(Last) (First) (Middle)
888 SEVENTH AVENUE
30TH FL

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Aisling Capital Partners III LP

(Last) (First) (Middle)
888 SEVENTH AVENUE
30TH FL

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHIFF ANDREW N

(Last) (First) (Middle)
888 SEVENTH AVENUE
30TH FL

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Purcell Dennis J

(Last) (First) (Middle)
888 SEVENTH AVENUE
30TH FL

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ELMS STEVE

(Last) (First) (Middle)
888 SEVENTH AVENUE
30TH FL

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
Explanation of Responses:
1. On December 6, 2013, 1,240,176.4 shares of Series B Preferred Stock held by Aisling Capital III, LP ("Aisling") were automatically converted into 12,401,764 shares of Common Stock upon the filing of an amendment to the Issuer's Certificate of Incorporation with the State of Delaware, on a 1 to 10 basis, pursuant to the terms of the Series B Preferred Stock.
2. These shares of common stock are owned directly by Aisling, and held indirectly by Aisling Capital Partners III, LP ("Aisling GP") , as general partner of Aisling, Aisling Capital Partners III LLC ("Aisling Partners"), as general partner of Aisling GP, and each of the individual managing members of Aisling Partners. The individual managing members (collectively, the "Managers") of Aisling Partners are Dennis Purcell, Dr. Andrew Schiff and Steve Elms. Aisling GP, Aisling Partners and the Managers share voting and dispositive power over the shares directly held by Aisling. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of its pecuniary interest therein. (Continued in Footnote 3)
3. (Continued from Footnote 2) Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.
4. The Series B Preferred Stock had no expiration date.
/s/ Lloyd Appel, Aisling Capital III, LP 12/10/2013
/s/ Lloyd Appel, Aisling Capital Partners III LLC 12/10/2013
/s/ Lloyd Appel, Aisling Capital Partners III, LP 12/10/2013
/s/ Andrew N. Schiff 12/10/2013
/s/ Dennis J. Purcell 12/10/2013
/s/ Steve Elms 12/10/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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