Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
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 (Month/Day/Year)
02/04/2019
(Street)

MORRISVILLE, NC 27560
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/04/2019   M   113,778 A $ 0 113,778 D  
Common Stock 02/04/2019   F(1)   51,199 D $ 2.57 62,579 D  
Common Stock               25,000 I By IRA

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 $ 2.47 02/06/2019   A   526,000     (2) 02/06/2029 Common Stock 526,000 $ 0 526,000 D  
Restricted Stock Units (3) 02/06/2019   A   350,000     (4)   (4) Common Stock 350,000 $ 0 350,000 D  
Restricted Stock Units (3) 02/04/2019   M     59,334   (5)   (5) Common Stock 59,334 $ 0 118,666 D  
Restricted Stock Units (3) 02/04/2019   M     30,000   (5)   (5) Common Stock 30,000 $ 0 30,000 D  
Restricted Stock Units (3) 02/04/2019   M     24,444   (5)   (5) Common Stock 24,444 $ 0 0 D  

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/Joshua Weingard, as Attorney-in-Fact for Joseph P. Slattery   02/06/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 and the Reporting Person's Employment Agreement with the Company.
(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 substantially equal annual installments of 116,667, 116,667 and 116,666 on February 4, 2020, 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) 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 and the Reporting Person's Employment Agreement with the Company.

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