TransEnterix, Inc.
TRANSENTERIX INC. (Form: 4, Received: 02/06/2017 12:29:38)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SLATTERY JOSEPH P
2. Issuer Name and Ticker or Trading Symbol

TRANSENTERIX INC. [ TRXC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP and CFO
(Last)          (First)          (Middle)

C/O TRANSENTERIX, INC., 635 DAVIS DRIVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

2/2/2017
(Street)

MORRISVILLE, NC 27560
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/4/2017     M    44445   A $0.00   261365   D    
Common Stock   2/4/2017     F (1)    17000   D $1.42   244365   D    
Common Stock                  25000   I   By IRA  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option   $1.42   2/2/2017     A      406000         (2) 2/2/2027   Common Stock   406000   $0.00   406000   D    
Restricted Stock Units     (3) 2/2/2017     A      90000         (4)   (4) Common Stock   90000   $0.00   90000   D    
Restricted Stock Units     (3) 2/4/2017     M         24445      (5)   (5) Common Stock   24445   $0.00   48888   D    
Restricted Stock Units     (3) 2/4/2017     M         20000      (5)   (5) Common Stock   20000   $0.00   20000   D    

Explanation of Responses:
( 1)  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.
( 2)  Vests 25% on the first anniversary of the date of grant and 1/48th of the entire award monthly on the vesting date anniversary for 36 months, subject to acceleration as set forth in the Incentive Plan.
( 3)  Each restricted stock unit represents the right to receive one share of the Registrant's common stock.
( 4)  Forfeiture restrictions will lapse on the restricted stock units in three equal annual installments of 30,000 on February 4, 2018, 2019, 2020, as long as the Reporting Person remains in the employ of the Registrant, subject to acceleration as set forth in the Incentive Plan.
( 5)  Forfeiture restrictions will lapse as to 1/3rd of the restricted stock units on February 4 of each of the first three years following the date of grant, as long as the Reporting Person remains in the employ of the Registrant, subject to acceleration as set forth in the Incentive Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SLATTERY JOSEPH P
C/O TRANSENTERIX, INC.
635 DAVIS DRIVE, SUITE 300
MORRISVILLE, NC 27560


EVP and CFO

Signatures
/s/ Joshusa Weingard, as Attorney-in-Fact for Joseph Slattery 2/6/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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