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^*

Rudow Lee D.

(Last)

(First)

(Middle)

C/O TRANSCAT, INC.

35 VANTAGE POINT DRIVE

(Street)

ROCHESTER

14624

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRANSCAT INC [ TRNS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2019

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.50 par value	05/22/2019		A		54,055⁽¹⁾	A	$0	149,981⁽²⁾	D
Common Stock, $.50 par value	05/22/2019		F		20,171⁽³⁾	D	$24.11	129,810	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽⁴⁾	05/22/2019		A		9,362		⁽⁴⁾	⁽⁴⁾	Common Stock, $.50 par value	9,362	$0	9,362	D
Restricted Stock Units	$0⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock, $.50 par value	6,830		6,830	D
Stock Option (Right to Buy)	$12							06/19/2017	06/19/2022	Common Stock, $.50 par value	50,000		50,000	D
Stock Option (Right to Buy)	$7.57							⁽⁶⁾	07/30/2023	Common Stock, $.50 par value	99,000		99,000	D

Explanation of Responses:

1. These shares were awarded to Mr. Rudow upon the vesting of a performance-based restricted stock award granted to him under the Transcat, Inc. 2003 Incentive Plan, as amended, in a transaction exempt under Rule 16b-3. The shares underlying the award vest after three years subject to the Company achieving specific cumulative fully-diluted earnings per share (EPS) objectives over the eligible three-year period that ended in fiscal year 2019. Based on the Company's achievement of certain pre-determined EPS thresholds, Mr. Rudow's award vested with respect to 54,055 shares.

2. Includes 1,088 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan.

3. These shares were withheld to cover related tax withholding obligations.

4. These restricted stock units which convert into common stock on a one-for-one basis, were granted under the Transcat, Inc. 2003 Incentive Plan, as amended, in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on March 26, 2022.

5. These restricted stock units, which convert into common stock on a one-for-one basis, vest on March 27, 2021, except as otherwise provided in the award notice.

6. This option was previously reported by Mr. Rudow and is fully exercisable as of the date of this report.

Remarks:

	/s/ Michael J. Tschiderer, Attorney-in-fact for Lee D. Rudow	05/23/2019
	** 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).
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