13D Filing: Aisling Capital III LP and Transenterix Inc. (TRXC)

CUSIP No. 89366M102

SCHEDULE 13D/A

Page 9 of 12

Item 4 is hereby amended and supplemented as follows:

The acquisition reported on this Schedule 13D, as amended, was made for investment purposes. The Reporting Persons may acquire or dispose of additional securities or sell securities of the Issuer from time to time in the market or in private transactions. As described in Item 3 of this Schedule 13D, as amended, Aisling holds warrants to purchase an aggregate of 3,500,000 shares of Common Stock, and exercise of such warrants is limited by the terms of the warrants as described herein.

“(a) The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on an aggregate of 148,529,689 shares of Common Stock issued and outstanding as of May 3, 2017 (excluding any options, warrants, or other rights to acquire the Issuer’s Common Stock), as reported in the Issuer’s Form 424(b)(5) Prospectus Supplement filed with the Securities Exchange Commission (the “SEC”) on May 1, 2017.  Based on calculations made in accordance with Rule 13d 3(d), the Reporting Persons beneficially own in the aggregate 10,335,819 shares of Common Stock, representing 7.0% of the total issued and outstanding shares of Common Stock.